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<SEC-DOCUMENT>0001171520-05-000204.txt : 20050506
<SEC-HEADER>0001171520-05-000204.hdr.sgml : 20050506
<ACCEPTANCE-DATETIME>20050506152954
ACCESSION NUMBER:		0001171520-05-000204
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		7
CONFORMED PERIOD OF REPORT:	20050331
FILED AS OF DATE:		20050506
DATE AS OF CHANGE:		20050506

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FRANKLIN STREET PROPERTIES CORP /MA/
		CENTRAL INDEX KEY:			0001031316
		STANDARD INDUSTRIAL CLASSIFICATION:	REAL ESTATE INVESTMENT TRUSTS [6798]
		IRS NUMBER:				042724223
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-32470
		FILM NUMBER:		05807756

	BUSINESS ADDRESS:	
		STREET 1:		401 EDGEWATER PL
		STREET 2:		STE 200
		CITY:			WAKEFIELD
		STATE:			MA
		ZIP:			01880
		BUSINESS PHONE:		7815571300

	MAIL ADDRESS:	
		STREET 1:		401 EDGEWATER PLACE
		STREET 2:		STE 200
		CITY:			WAKEFIELD
		STATE:			MA
		ZIP:			01880

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	FRANKLIN STREET PARTNERS LP
		DATE OF NAME CHANGE:	20010301
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>eps1823.txt
<DESCRIPTION>FRANKLIN STREET PROPERTIES CORP.
<TEXT>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10 - Q

  (Mark One)

      |X|   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934

            For the quarterly period ended March 31, 2005

                                       OR

      |_|   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934

            For the transition period  _________ to __________.

                         Commission File Number: 0-32615


                        Franklin Street Properties Corp.
             (Exact name of registrant as specified in its charter)


                 Maryland                                  04-3578653
       (State or other jurisdiction                      (IRS Employer
     of incorporation or organization)               Identification Number)


                         401 Edgewater Place, Suite 200
                            Wakefield, MA 01880-6210
                    (Address of principal executive offices)

                  Registrant's telephone number: (781) 557-1300

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past ninety days.

         YES     |X|                               NO     |_|

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

         YES     |X|                               NO     |_|

The number of shares of common stock outstanding as of April 29, 2005 was
49,631,513.
<PAGE>

                        Franklin Street Properties Corp.

                                    Form 10-Q

                                Quarterly Report
                                 March 31, 2005

                                Table of Contents

                                                                            Page
                                                                            ----
Part I.  Financial Information

         Item 1.  Financial Statements

                  Consolidated Balance Sheets as of March 31, 2005 and
                  December 31, 2004.......................................     3

                  Consolidated Statements of Income for the three months
                  ended March 31, 2005 and 2004...........................     4

                  Consolidated Statements of Stockholders' Equity as of
                  March 31, 2005 and December 31, 2004....................     5

                  Consolidated Statements of Cash Flows for the
                  three months ended March 31, 2005 and 2004..............     6

                  Notes to Consolidated Financial Statements..............  7-15

         Item 2.  Management's Discussion and Analysis of Financial
                  Condition and Results of Operations..................... 16-26

         Item 3.  Quantitative and Qualitative Disclosures about
                  Market Risk.............................................    27

         Item 4.  Controls and Procedures.................................    28

Part II. Other Information

         Item 1.  Legal Proceedings.......................................    29

         Item 2.  Unregistered Sales of Equity Securities and Use of
                  Proceeds................................................    29

         Item 3.  Defaults upon Senior Securities.........................    29

         Item 4.  Submission of Matters to a Vote of Security Holders.....    29

         Item 5.  Other Information.......................................    29

         Item 6.  Exhibits................................................    30

Signatures        ........................................................    31
<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

                        Franklin Street Properties Corp.
                           Consolidated Balance Sheets
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                               March 31,      December 31,
(in thousands, except shares and par value amounts)                              2005             2004
===========================================================================================================
<S>                                                                            <C>               <C>

Assets:

Real estate investments, at cost:
     Land                                                                      $  71,267         $  71,267
     Buildings and improvements                                                  405,157           404,830
     Fixtures and equipment                                                          885               885
- ----------------------------------------------------------------------------------------------------------
                                                                                 477,309           476,982
     Less accumulated depreciation                                                40,046            37,227
- ----------------------------------------------------------------------------------------------------------

Real estate investments, net                                                     437,263           439,755

Acquired real estate leases, net of accumulated amortization of
   $3,501 and $3,020, respectively                                                 6,002             6,483
Investment in non-consolidated REITs                                               4,243             4,270
Assets held for syndication                                                       74,300            59,246
Cash and cash equivalents                                                         47,271            52,752
Restricted cash                                                                    1,076             1,033
Tenant rent receivables, less allowance for doubtful accounts of
   $350 and $350, respectively                                                       769               769
Straight-line rent receivables, less allowance for doubtful accounts of
   $460 and $460, respectively                                                     5,177             4,947
Prepaid expenses                                                                   1,305               901
Other assets                                                                       2,664             1,097
Office computers and furniture, net of accumulated depreciation of
   $631 and $597, respectively                                                       340               374
Deferred leasing commissions, net of accumulated amortization of
   $972 and $873, respectively                                                     1,480             1,484
- ----------------------------------------------------------------------------------------------------------

      Total assets                                                             $ 581,890         $ 573,111
==========================================================================================================

Liabilities and Stockholders' Equity:

Liabilities:
Bank note payable                                                              $  74,164         $  59,439
Accounts payable and accrued expenses                                              7,893             8,846
Accrued compensation                                                                 600               705
Tenant security deposits                                                           1,076             1,033
- ----------------------------------------------------------------------------------------------------------

     Total liabilities                                                            83,733            70,023
- ----------------------------------------------------------------------------------------------------------

Commitments and Contingencies

Stockholders' Equity:
     Preferred Stock, $.0001 par value, 20,000,000 shares
        authorized, none issued or outstanding                                        --                --
     Common Stock, $.0001 par value, 180,000,000 shares
        authorized, 49,631,513 and 49,630,338 issued and outstanding                   5                 5
     Additional paid-in capital                                                  512,834           512,813
     Treasury stock, 575 shares, at cost, issued March 2005                           --               (10)
     Distributions in excess of earnings                                         (14,682)           (9,720)
- ----------------------------------------------------------------------------------------------------------

     Total Stockholders' Equity                                                  498,157           503,088
- ----------------------------------------------------------------------------------------------------------

     Total Liabilities and Stockholders' Equity                                $ 581,890         $ 573,111
==========================================================================================================
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       3
<PAGE>

                        Franklin Street Properties Corp.
                 Consolidated Statement of Stockholders' Equity
                                   (Unaudited)

                                                                   For the
                                                             Three Months Ended
                                                                  March 31,
                                                            --------------------
(in thousands, except per share amounts)                     2005          2004
================================================================================

Revenue:
     Rental                                                 $17,234      $18,875
Related party revenue:
     Syndication fees                                         2,519        3,041
     Transaction fees                                         2,442        3,549
     Management fees and interest income from loans             970          129
Other                                                            13            5
- --------------------------------------------------------------------------------
         Total revenue                                       23,178       25,599
- --------------------------------------------------------------------------------

Expenses:
     Real estate operating expenses                           3,575        3,388
     Real estate taxes and insurance                          2,354        2,471
     Depreciation and amortization                            3,573        3,336
     Selling, general and administrative                      1,825        1,688
     Commissions                                              1,324        1,520
     Interest                                                   955          264
- --------------------------------------------------------------------------------

         Total expenses                                      13,606       12,667
- --------------------------------------------------------------------------------

Income before interest income, equity in earnings of
   non-consolidated REITs and taxes on income                 9,572       12,932
Interest income                                                 230          236
Equity in earnings of non-consolidated REITs                    665          379
- --------------------------------------------------------------------------------

Income before taxes on income                                10,467       13,547
Income tax expense                                               44          328
- --------------------------------------------------------------------------------

Net income                                                  $10,423      $13,219
================================================================================

Weighted average number of shares outstanding,
   basic and diluted                                         49,630       49,624
================================================================================

Net income per share, basic and diluted                     $  0.21      $  0.27
================================================================================

          See accompanying notes to consolidated financial statements.


                                       4
<PAGE>

                        Franklin Street Properties Corp.
                 Consolidated Statement of Stockholders' Equity
                                   (Unaudited)

<TABLE>
<CAPTION>
                                       Common Stock     Additional               Distributions        Total
                                   ------------------    Paid-In     Treasury    in excess of     Stockholders'
(in thousands)                     Shares      Amount    Capital       Stock       Earnings         Equity
===============================================================================================================

<S>                               <C>           <C>       <C>          <C>         <C>              <C>
Balance, December 31, 2004        49,630        $   5     $512,813     $ (10)      $ (9,720)        $503,088
   Shares issued                       2           --           21        --             --               21
   Treasury shares issued             --           --           --        10             --               10
   Net income                         --           --           --        --         10,423           10,423
   Distributions                      --           --           --        --        (15,385)         (15,385)
- ---------------------------------------------------------------------------------------------------------------
Balance, March 31, 2005           49,632        $   5     $512,834     $  --       $(14,682)        $498,157
===============================================================================================================
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       5
<PAGE>

                        Franklin Street Properties Corp.
                      Consolidated Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                                For the
                                                                                                           Three Months Ended
                                                                                                               March 31,
                                                                                                      --------------------------
(in thousands)                                                                                          2005              2004
================================================================================================================================

<S>                                                                                                   <C>              <C>
Cash flows from operating activities:
   Net income                                                                                         $ 10,423         $ 13,219
   Adjustments to reconcile net income to net cash provided by operating activities:
      Depreciation and amortization expense                                                              3,374            3,200
      Amortization of above market lease                                                                    59               59
      Sponsored REIT income during consolidation                                                            --             (247)
      Equity in earnings from non-consolidated REITs                                                      (665)            (379)
      Distributions from non-consolidated REITs                                                            599              582
      Shares issued as compensation                                                                         31              162
   Changes in operating assets and liabilities:
      Restricted cash                                                                                      (43)              14
      Tenant rent receivables, net                                                                          --             (229)
      Straight-line rents, net                                                                            (230)            (340)
      Operations of assets held for syndication, net                                                      (236)              --
      Prepaid expenses and other assets, net                                                            (1,971)            (164)
      Accounts payable and accrued expenses                                                               (953)             472
      Accrued compensation                                                                                (105)          (1,134)
      Tenant security deposits                                                                              43              (14)
   Payment of deferred leasing commissions                                                                 (95)            (151)
- -------------------------------------------------------------------------------------------------------------------------------

      Net cash provided by operating activities                                                         10,231           15,050
- -------------------------------------------------------------------------------------------------------------------------------

Cash flows from investing activities:
      Purchase of real estate assets, office computers and furniture, capitalized merger costs            (327)            (117)
      Investment in non-consolidated REITs                                                                  --           (4,248)
      Investment in assets held for syndication, net                                                   (14,725)           4,117
- -------------------------------------------------------------------------------------------------------------------------------

      Net cash used for investing activities                                                           (15,052)            (248)
- -------------------------------------------------------------------------------------------------------------------------------

Cash flows from financing activities:
      Distibutions to stockholders                                                                     (15,385)         (15,382)
      Purchase of treasury shares                                                                           --             (146)
      Borrowings (repayments) under bank note payable, net                                              14,725           (4,117)
- -------------------------------------------------------------------------------------------------------------------------------

      Net cash used for financing activities                                                              (660)         (19,645)
- -------------------------------------------------------------------------------------------------------------------------------

Net decrease in cash and cash equivalents                                                               (5,481)          (4,843)

Cash and cash equivalents, beginning of period                                                          52,752           58,793
- -------------------------------------------------------------------------------------------------------------------------------

Cash and cash equivalents, end of period                                                              $ 47,271         $ 53,950
- -------------------------------------------------------------------------------------------------------------------------------

Supplemental disclosure of cash flow information:
   Cash paid for:
      Interest                                                                                        $    905         $    264
      Income taxes                                                                                         401              100
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       6
<PAGE>

                        Franklin Street Properties Corp.
                   Notes to Consolidated Financial Statements
                                   (Unaudited)

1. Organization, Properties, Basis of Presentation and Recent Accounting
Pronouncements

Organization

Franklin Street Properties Corp. ("FSP Corp." or the "Company", known as
Franklin Street Partners Limited Partnership, or the "Partnership", prior to
January 1, 2002) was formed as a Massachusetts limited partnership on February
4, 1997. FSP Corp. holds, directly and indirectly, 100% of the interest in three
former subsidiaries of the Partnership: FSP Investments LLC, FSP Property
Management LLC, and FSP Holdings LLC. The Company also has a non-controlling
common stock interest in sixteen corporations organized to operate as real
estate investment trusts ("REITs").

In December 2001, the limited partners of the Partnership approved the
conversion of the Partnership from a partnership into a corporation (the
"Conversion"). The Conversion was effective January 1, 2002, and was
accomplished as a tax-free reorganization by merging the Partnership with and
into a wholly owned subsidiary, Franklin Street Properties Corp., with the
subsidiary as the surviving entity. In 2002, the Company elected to be taxed as
a real estate investment trust ("REIT"). As part of the Conversion, all of the
Partnership's outstanding units were converted on a one-for-one basis into
24,586,249 shares of common stock of the Company. The Conversion was accounted
for as a reorganization of affiliated entities, with assets and liabilities
recorded at their historical costs.

On May 30, 2003, the shareholders of the Company approved the Company's
acquisition by merger of 13 REITs (the "2003 Target REITs"). The mergers were
effective June 1, 2003 and, as a result, the Company issued 25,000,091 shares in
a tax-free exchange for all the outstanding preferred shares of the 2003 Target
REITs. The mergers were accounted for as a purchase and the acquired assets and
liabilities were recorded at their fair value.

On August 13, 2004, the Company entered into an agreement to acquire four real
estate investment trusts (the "Target REITs"), by the merger of the four Target
REITs with and into four of the Company's wholly-owned subsidiaries. The Company
completed the mergers on April 30, 2005. Upon the consummation of these mergers,
the Company issued 10,894,994 shares of common stock to holders of preferred
stock in these Target REITs.

The Company operates in two business segments: real estate operations and
investment banking/investment services. FSP Investments provides real estate
investment and broker/dealer services. FSP Investments' services include: (i)
the organization of REIT entities (the "Sponsored REITs"), which are syndicated
through private placements; (ii) sourcing of the acquisition of real estate on
behalf of the Sponsored REITs; and (iii) the sale of preferred stock in
Sponsored REITs. FSP Property Management provides asset management and property
management services for the Sponsored REITs.

Properties

The following table summarizes the Company's investment in real estate assets,
excluding assets held for syndication:

                                                             As of
                                                           March 31,
                                                    2005               2004
                                               ---------------    --------------
      Residential real estate
             Number of properties                         4                  4
             Number of apartments                       837                837

      Commercial real estate
             Number of properties                        24                 24
             Square feet                          3,051,748          3,049,357


                                       7
<PAGE>

                        Franklin Street Properties Corp.
                   Notes to Consolidated Financial Statements
                                   (Unaudited)

1. Organization, Properties, Basis of Presentation and Recent Accounting
Pronouncements (continued)

Basis of Presentation

The unaudited consolidated financial statements of the Company include all the
accounts of the Company and its wholly and majority owned subsidiaries. All
significant intercompany balances and transactions have been eliminated. These
financial statements should be read in conjunction with the Company's financial
statements and notes thereto contained in the Company's Annual Report on Form
10-K for its fiscal year ended December 31, 2004, as filed with the Securities
and Exchange Commission.

The accompanying interim financial statements are unaudited; however, the
financial statements have been prepared in accordance with accounting principles
generally accepted in the United States of America for interim financial
information and in conjunction with the rules and regulations of the Securities
and Exchange Commission. Accordingly, they do not include all of the disclosures
required by accounting principles generally accepted in the United States of
America for complete financial statements. In the opinion of management, all
adjustments (consisting solely of normal recurring matters) necessary for a fair
presentation of the financial statements for these interim periods have been
included. Operating results for the three months ended March 31, 2005 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2005 or for any other period.

Reclassifications

Certain balances in the interim 2004 financial statements have been reclassified
to conform to presentation contained in the Company's Annual Report on Form 10-K
for its fiscal year ended December 31, 2004. The reclassifications primarily
were related to Sponsored REIT income and expenses. Prior to December 31, 2004
the Company presented its proportionate share of Sponsored REIT's revenues and
expenses and has since reclassified those amounts to consolidate the real estate
operations activity from inception of the Sponsored REIT until the initiation of
syndication upon which the equity method of accounting is applied. These
reclassifications changed rental revenues, operating and maintenance expenses,
depreciation and amortization, other income and equity in earnings of
non-consolidated REITs. There was no change to income from continuing operations
or net income for any period presented as a result of these reclassifications.

Recent Accounting Standards

In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46"),
Consolidation of Variable Interest Entities. In December 2003, the FASB revised
FIN 46 with certain modifications and clarifications. The objective of this
interpretation is to provide guidance on how to identify a variable interest
entity ("VIE") and determine when the assets, liabilities, non-controlling
interests, and results of operations of a VIE need to be included in a company's
consolidated financial statements. A VIE exists when either the total equity
investment at risk is not sufficient to permit the entity to finance its
activities by itself, or the equity investors lack one of three characteristics
associated with owning a controlling financial interest. Application of this
guidance was effective for interests in certain VIEs commonly referred to as
special-purpose entities (SPEs) as of December 31, 2003. The provisions of this
interpretation became effective upon issuance. The adoption of this standard had
no impact on the Company's financial position, operations or cash flow.

In May 2003, the FASB issued SFAS No. 150 "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity". This statement
was effective for financial instruments entered into or modified after May 31,
2003 and otherwise effective at the beginning of the first interim period
beginning after June 15, 2003, except for mandatorily redeemable financial
instruments of nonpublic entities which are subject to the provisions of this
Statement for the first fiscal period beginning after December 15, 2003. SFAS
No. 150 establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. The
adoption of this standard had no impact on our financial position, results of
operations or cash flows.


                                       8
<PAGE>

                        Franklin Street Properties Corp.
                   Notes to Consolidated Financial Statements
                                   (Unaudited)

2.  Investment Banking/Investment Services Activity

During the three months ended March 31, 2005, the Company sold on a best efforts
basis, through private placements, preferred stock in the following Sponsored
REITs:

<TABLE>
<CAPTION>
                                                                    Date Syndication      Gross Proceeds
      Sponsored REIT                        Property Location       Completed             (in thousands)(1)
      -------------------------------------------------------------------------------------------------------

<S>                                         <C>                     <C>                      <C>
      FSP 505 Waterford Corp.               Plymouth, MN            January 28, 2005               3,000

      FSP Galleria North Corp.              Dallas, TX                                            33,950(2)
                                                                                          -------------------

                                            Total                                            $    36,950
                                                                                          ===================
</TABLE>

      1.    The syndication of FSP 505 Waterford Corp. and FSP Galleria North
            Corp. commenced in the fourth quarter of 2004.
      2.    The syndication of FSP Galleria North Corp. was not complete at
            March 31, 2005. This amount represents the gross proceeds syndicated
            during the three months ended March 31, 2005.

3. Related Party Transactions and Investments in Non-Consolidated Entities

Investment in Sponsored REITs

At March 31, 2005, the Company held an interest in sixteen Sponsored REITs.
Fourteen were fully syndicated and the Company no longer derives economic
benefits or risks from the common stock interest it has retained in them. The
Company also holds a preferred stock investment in one of these Sponsored REITs,
FSP Blue Lagoon Corp., from which it continues to derive economic benefit and
risk. The remaining two entities were not fully syndicated and have a value of
approximately $74.3 million on the accompanying consolidated balance sheets and
are classified as assets held for syndication.

The table below shows the Company's share of income and expenses from Sponsored
REITs prior to consolidation. Management fees of $5,000 and $5,000 for the three
months ended March 31, 2005 and 2004, respectively; and interest expenses are
eliminated in consolidation.

                                                       Three Months Ended
                                                            March 31,
(in thousands)                                          2005        2004
                                                        ----        ----

Operating Data:
Rental revenues                                        $ 694       $ 830
Operating and maintenance expenses                       177         240
Depreciation and amortization                            199         136
Interest expense                                         174         216
Interest income                                            2           9
                                                      -------     -------
                                                       $ 146       $ 247
                                                      =======     =======


                                       9
<PAGE>

                        Franklin Street Properties Corp.
                   Notes to Consolidated Financial Statements
                                   (Unaudited)

3. Related Party Transactions and Investments in Non-consolidated Entities,
Continued

Equity in earnings of investment in non-consolidated REITs:

The following table includes equity in earnings of investments in
non-consolidated REITs:

                                                          Three Months Ended
                                                               March 31,
(in thousands)                                             2005        2004
                                                           ----        ----

Equity in earnings of Sponsored REITs                     $ 602       $ 335
Equity in earnings of Blue Lagoon                            63          44
                                                         -------     -------
                                                          $ 665       $ 379
                                                         =======     =======

Equity in earnings of investments in Sponsored REITs is derived from the
Company's share of income following the commencement of syndication of Sponsored
REITs. Following the commencement of syndication the Company exercises influence
over, but does not control these entities and investments are accounted for
using the equity method. Equity in earnings of Blue Lagoon is derived from the
Company's preferred stock investment in the entity, which was acquired in
January 2004.

The Company recorded distributions received or declared of $599,000 and $582,000
from Sponsored REITs during the three months ended March 31, 2005 and 2004,
respectively.

Non-consolidated REITs

The Company has in the past acquired by merger entities similar to the Sponsored
REITs. On August 13, 2004, the Company entered into an agreement to acquire by
merger (the "2004 Merger Agreement") four Sponsored REITs (the Target REITs) and
consummated the transactions on April 30, 2005. The Company's business model for
growth includes the potential acquisition by merger in the future of Sponsored
REITs. Following consummation of the transactions contemplated by the 2004
Merger Agreement, the Company has no legal or any other enforceable obligation
to acquire or to offer to acquire any Sponsored REIT. In addition, any offer
(and the related terms and conditions) that might be made in the future to
acquire any Sponsored REIT would require the approval of the boards of directors
of the Company and the Sponsored REIT and the approval of the shareholders of
the Sponsored REIT.

At March 31, 2005, December 31, 2004 and March 31, 2004, the Company had
ownership interests in sixteen, fifteen and nine Sponsored REITs, respectively.

Summarized financial information for these Sponsored REITs is as follows:

                                                 March 31,       December 31,
                                              -------------------------------
                                                   2005              2004
                                              -------------------------------
                                                       (in thousands)
      Balance Sheet Data (unaudited):
      Real estate, net                          $  482,320       $  293,722
      Other assets                                  65,222           57,207
      Total liabilities                            (44,729)          (4,833)
                                                ----------       ----------
      Shareholders equity                       $  502,813       $  346,096
                                                ==========       ==========


                                       10
<PAGE>

                        Franklin Street Properties Corp.
                   Notes to Consolidated Financial Statements
                                   (Unaudited)

3. Related Party Transactions and Investments in Non-Consolidated Entities,
Continued

                                                               For the
                                                         Three Months Ended
                                                              March 31,
                                                         2005           2004
                                                     -------------------------
                                                           (in thousands)
      Operating Data (unaudited):
      Rental revenue                                 $   19,865     $   13,006
      Other revenue                                         281            120
      Operating and maintenance expenses                 (7,188)        (3,853)
      Depreciation and amortization                      (3,730)        (3,050)
      Interest expense and commitment fees               (2,316)        (3,332)
                                                     ----------     ----------
      Net income (loss)                              $    6,912     $    2,891
                                                     ==========     ==========

Syndication fees and Transaction fees:

The Company provides syndication and real estate acquisition advisory services
for Sponsored REITs. Syndication and transaction fees from non-consolidated
entities amounted to approximately $4,961,000 and $6,590,000 for the three
months ended March 31, 2005 and 2004, respectively.

Management fees and interest income from loans:

Asset management fees range from 1% to 5% of collected rents and the applicable
contracts are cancelable with 30 days notice. Asset management fee income from
non-consolidated entities amounted to approximately $225,000 and $115,000, for
the three months ended March 31, 2005 and 2004, respectively. The Company is
typically entitled to interest on funds advanced to Sponsored REITs. The Company
recognized interest income of approximately $745,000 and $14,000 for the three
months ended March 31, 2005 and 2004, respectively, relating to these loans.

4. Bank Note Payable

The Company has a revolving line of credit agreement (the "Loan Agreement") with
a group of banks providing for borrowings at the Company's election of up to
$125,000,000. Borrowings under the Loan Agreement bear interest at either the
bank's base rate (5.75% at March 31, 2005) or at a LIBOR plus 125 basis points
(4.1% at March 31, 2005), as defined. The balance outstanding was $74,164,000
and $59,439,000 at March 31, 2005 and December 31, 2004, respectively. The
weighted average interest rate on amounts outstanding during the three months
ended March 31, 2005 was 5.0% and for the year ended December 31, 2004 was
approximately 3.62%.

The Loan Agreement includes restrictions on property liens and requires
compliance with various financial covenants. Financial covenants include the
maintenance of at least $1,500,000 in operating cash accounts, a minimum
tangible net worth and compliance with various debt and operating income ratios,
as defined in the Loan Agreement. The Company was in compliance with the Loan
Agreement's financial covenants as of March 31, 2005 and December 31, 2004. The
Loan Agreement matures on August 18, 2005.

5. Net Income Per Share

Basic net income per share is computed by dividing net income by the weighted
average number of Company shares outstanding during the period. Diluted net
income per share reflects the potential dilution that could occur if securities
or other contracts to issue shares were exercised or converted into shares.
There were no potential dilutive shares outstanding at March 31, 2005 and 2004.


                                       11
<PAGE>

                        Franklin Street Properties Corp.
                   Notes to Consolidated Financial Statements
                                   (Unaudited)

6. Business Segments

The Company operates in two business segments: real estate operations (including
real estate leasing, interim acquisition financing and asset/property
management) and investment banking/investment services (including real estate
acquisition and broker/dealer services). The Company has identified these
segments because this information is the basis upon which management makes
decisions regarding resource allocation and performance assessment. The
accounting policies of the reportable segments are the same as those described
in the "Significant Accounting Policies" " in Note 2 to the Company's
consolidated financial statements included in its Annual Report on Form 10-K for
the year ended December 31, 2004. The Company's operations are located in the
United States of America.

The Company evaluates the performance of its reportable segments based on Cash
Available for Distribution ("CAD") as management believes that CAD represents
the most accurate measure of the reportable segment's activity and is the basis
for distributions paid to equity holders. The Company defines CAD as: net income
as computed in accordance with accounting principles generally accepted in the
United States of America ("GAAP"); excluding gains or losses on the sale of real
estate and non-cash income from Sponsored REITs; plus certain non-cash items
included in the computation of net income (depreciation and amortization,
certain non-cash compensation expenses and straight-line rent adjustments); plus
distributions received from Sponsored REITs; plus the net proceeds from the sale
of land; less purchases of property and equipment ("Capital Expenditures") and
payments for deferred leasing commissions, plus proceeds from (payments to) cash
reserves established at the acquisition date of the property. Depreciation and
amortization, gain or loss on the sale of real estate, non-cash compensation and
straight-line rents are an adjustment to CAD, as these are non-cash items
included in net income. Capital expenditures, payments of deferred leasing
commissions and the proceeds from (payments to) the funded reserve are an
adjustment to CAD, as they represent cash items not reflected in net income.

The funded reserve represents funds that the Company has set aside in
anticipation of future capital needs. These reserves are typically used for the
payment of capital expenditures, deferred leasing commissions and certain tenant
allowances; however, there are no legal restrictions on their use and they may
be used for any Company purpose. CAD should not be considered as an alternative
to net income (determined in accordance with GAAP), as an indicator of the
Company's financial performance, nor as an alternative to cash flows from
operating activities (determined in accordance with GAAP), nor as a measure of
the Company's liquidity, nor is it necessarily indicative of sufficient cash
flow to fund all of the Company's needs. Other real estate companies may define
CAD in a different manner. It is at the Company's discretion to retain a portion
of CAD for operational needs. We believe that in order to facilitate a clear
understanding of the results of the Company, CAD should be examined in
connection with net income and cash flows from operating, investing and
financing activities in the consolidated financial statements.


                                       12
<PAGE>

                        Franklin Street Properties Corp.
                   Notes to Consolidated Financial Statements
                                   (Unaudited)

6. Business Segments (continued)

The calculation of CAD by business segment is shown in the following table :

<TABLE>
<CAPTION>
                                                                  Investment
                                                        Real       Banking/
                                                       Estate     Investment
      (in thousands)                                 Operations    Services     Total
                                                    ---------------------------------
<S>                                                   <C>          <C>       <C>
      Three Months Ended March 31, 2005
      Net Income                                      $ 10,346     $  77     $ 10,423
      Equity in income of non-consolidated REITs          (665)       --         (665)
      Distributions from non-consolidated REITs            599        --          599
      Depreciation and amortization                      3,399        34        3,433
      Straight line rent                                  (230)       --         (230)
      Non-cash compensation expense                          4        27           31
      Capital Expenditures                                (327)       --         (327)
      Payment of deferred leasing costs                    (95)       --          (95)
      Merger costs                                         (87)       --          (87)
      Proceeds from funded reserves                        422        --          422
                                                      --------     -----     --------

      Cash Available for Distribution                 $ 13,366     $ 138     $ 13,504
                                                      ========     =====     ========

      Three Months Ended March 31, 2004
      Net Income                                      $ 12,739     $ 480     $ 13,219
      Sponsored REIT income during consolidation          (247)       --         (247)
      Equity in income of non-consolidated REITs          (379)       --         (379)
      Distributions from non-consolidated REITs            582        --          582
      Depreciation and amortization                      3,235        24        3,259
      Straight line rent                                  (340)       --         (340)
      Non-cash compensation expense                         --       162          162
      Capital Expenditures                                (100)      (17)        (117)
      Payment of deferred leasing costs                   (151)       --         (151)
      Proceeds from funded reserves                        251        --          251
                                                      --------     -----     --------

      Cash Available for Distribution                 $ 15,590     $ 649     $ 16,239
                                                      ========     =====     ========
</TABLE>


                                       13
<PAGE>

                        Franklin Street Properties Corp.
                   Notes to Consolidated Financial Statements
                                   (Unaudited)

6. Business Segments (continued)

The following table is a summary of other financial information by business
segment:

                                                    Investment
                                          Real       Banking/
                                         Estate     Investment
                                       Operations    Services       Total
      ====================================================================
                                                  (in thousands)
      March 31, 2005:
           Revenue                      $ 20,342      $2,836      $ 23,178
           Interest income                   222           8           230
           Interest expense                  955          --           955
           Capital expenditures              327          --           327
           Identifiable assets           578,220       3,670       581,890

      March 31, 2004:
           Revenue                      $ 21,837      $3,762      $ 25,599
           Interest income                   220          16           236
           Interest expense                  264          --           264
           Capital expenditures              100          17           117
           Identifiable assets           518,255       3,334       521,589

7. Cash Dividends

The Company declared and paid dividends as follows (in thousands, except per
share amounts):

                                                Dividends           Total
               Quarter Paid                     Per Share         Dividends
      -------------------------------           ---------         ---------

      First quarter of 2005                      $   .31           $ 15,385

      First quarter of 2004                      $   .31           $ 15,382

8. Income Taxes

The Company has elected to be taxed as a REIT under the Internal Revenue Code of
1986, as amended (the "Code"). As a REIT, the Company generally is entitled to a
tax deduction for dividends paid to its shareholders, thereby effectively
subjecting the distributed net income of the Company to taxation at the
shareholder level only. The Company must comply with a variety of restrictions
to maintain its status as a REIT. These restrictions include the type of income
it can earn, the type of assets it can hold, the number of shareholders it can
have and the concentration of their ownership, and the amount of the Company's
income that must be distributed annually.

One such restriction is that the Company generally cannot own more than 10% of
the voting power or value of the securities of any one issuer unless the issuer
is itself a REIT or a "taxable REIT subsidiary" ("TRS"). In the case of TRSs,
the Company's ownership of securities in all TRSs generally cannot exceed 20% of
the value of all of the Company's assets and, when considered together with
other non-real estate assets, cannot exceed 25% of the value of all of the
Company's assets. Effective January 1, 2001, a subsidiary of the Company has
elected to be treated as a TRS. As a result, FSP Investments operates as a
taxable corporation under the Code and has accounted for income taxes in
accordance with the provisions of Statement of Financial Accounting Standard
("SFAS") No. 109, Accounting for Income Taxes. Taxes are provided when FSP
investments has net profits for both financial statement and income tax
purposes.


                                       14
<PAGE>

                        Franklin Street Properties Corp.
                   Notes to Consolidated Financial Statements
                                   (Unaudited)

8. Income Taxes (continued)

Income taxes are recorded based on the future tax effects of the difference
between the tax and financial reporting bases of the Company's assets and
liabilities. In estimating future tax consequences, potential future events are
considered except for potential changes in income tax law or in rates.

The income tax expense reflected in the consolidated statements of income
relates only to the TRS. The expense differs from the amounts computed by
applying the Federal statutory rate of 34% to income before income taxes as
follows:

                                                              For the
                                                         Three Months Ended
                                                             March 31,
                                                       ---------------------
      (in thousands)                                     2005          2004
                                                       ---------------------

      Federal income tax expense at statutory rate      $   37        $ 283
      Increase in taxes resulting from:
          State income taxes, net of federal impact          7           45
                                                       ---------------------
                                                        $   44        $ 328
                                                       =====================

No deferred income taxes were provided as there were no material temporary
differences between the financial reporting basis and the tax basis of the
taxable REIT subsidiary.

10. Subsequent Events

The Company declared a cash distribution of $0.41 per share on April 19, 2005 to
stockholders of record on April 29, 2005 payable on May 16, 2005. The cash
dividend represents four months of operations.

On April 30, 2005 the Company acquired by merger four Target REITs and issued
10,894,994 of common stock, $0.0001 par value per share in connection with the
mergers.

On April 29, 2005 the Company's Board of Directors authorized the Company to
explore the possibility of the acquisition (by merger or otherwise) of any or
all of five Sponsored REITs: FSP Willow Bend Office Corp., FSP Innsbrook Corp.,
FSP 380 Interlocken Corp., FSP Blue Lagoon Drive Corp. and FSP Eldridge Green
Corp. The Company has no obligation to acquire any or all of these Sponsored
REITs.


                                       15
<PAGE>

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations

The following discussion should be read in conjunction with the financial
statements and notes thereto appearing elsewhere in this report and in our
Annual Report on Form 10-K for the year ended December 31, 2004. Historical
results and percentage relationships set forth in the consolidated financial
statements, including trends which might appear, should not be taken as
necessarily indicative of future operations. The following discussion and other
parts of this Quarterly Report on Form 10-Q may also contain forward-looking
statements based on current judgments and current knowledge of management, which
are subject to certain risks, trends and uncertainties that could cause actual
results to differ materially from those indicated in such forward looking
statements. Accordingly, readers are cautioned not to place undue reliance on
forward-looking statements. Investors are cautioned that our forward-looking
statements involve risks and uncertainty, including without limitation changes
in economic conditions in the markets in which we own properties, changes in the
demand by investors for investment in Sponsored REITs, risks of a lessening of
demand for the types of real estate owned by us, changes in government
regulations, and expenditures that cannot be anticipated such as utility rate
and usage increases, unanticipated repairs, additional staffing, insurance
increases and real estate tax valuation reassessments. See the factors set forth
below under the caption, "Certain Factors That May Affect Future Results".
Although we believe the expectations reflected in the forward looking statements
are reasonable, we cannot guarantee future results, levels of activity,
performance or achievements. We will not update any of the forward looking
statements after the date of this Quarterly Report on Form 10-Q is filed to
conform them to actual results or to changes in our expectations that occur
after such date, other than as required by law.

Overview

FSP Corp. operates in two business segments: real estate operations and
investment banking/investment services. The real estate operations segment
involves real estate rental operations, leasing, interim acquisition financing
and asset/property management services. The investment banking/investment
services segment involves providing real estate investment and broker/dealer
services that include the organization of Sponsored REITs, the acquisition of
real estate on behalf of Sponsored REITs and the syndication of Sponsored REITs
through the sale of preferred stock in private placements.

The main factor that affects our real estate operations is the broad economic
market conditions in the United States. These market conditions affect the
occupancy levels and the rent levels on both a national and local level. We have
no influence on the national market conditions. We look to acquire quality
properties in good locations in order to lessen the impact of downturns in the
local markets and to take advantage of upturns in these same local markets when
they occur.

Our investment banking/investment services customers are primarily institutions
and high net-worth individuals. To the extent that the broad capital markets
affect these investors, our business is also affected. These investors have many
investment choices. We must continually search for real estate at a price and at
a competitive risk/reward rate of return that meets our customer's risk/reward
profile for providing a stream of income and as a long-term hedge against
inflation.


Critical Accounting Policies

We have certain critical accounting policies that are subject to judgments and
estimates by our management and uncertainties of outcome that affect the
application of these policies. We base our estimates on historical experience
and on various other assumptions we believe to be reasonable under the
circumstances. On an on-going basis, we evaluate our estimates. In the event
estimates or assumptions prove to be different from actual results, adjustments
are made in subsequent periods to reflect more current information. The
accounting policies that we believe are most critical to the understanding of
our financial position and results of operations, and that require significant
management estimates and judgments, are discussed in Item 7, Management's
Discussion and Analysis of Financial Conditions and Results of Operations in our
Annual Report on Form 10-K for the year ended December 31, 2004.


                                       16
<PAGE>

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)

Critical Accounting Policies (continued)

Critical accounting policies are those that have the most impact on the
reporting of our financial condition and results of operations and those
requiring significant judgments and estimates. We believe that our judgments and
assessments are consistently applied and produce financial information that
fairly presents our results of operations.

No changes to our critical accounting policies have occurred since our Annual
Report on Form 10-K for the year ended December 31, 2004.

Trends and Uncertainties

Real Estate Operations

The trends in our office markets have remained consistent across the last few
quarters with slow employment growth leading to slow improvement in occupancy
and an almost imperceptible improvement in market rents. While market rents for
new leases may be increasing in some areas, the new market rents are generally
lower than expiring rents in most of our markets, particularly for those leases
that were made at the height of the market four to five years ago. We expect to
continue to see a decrease in rents to market rents for leases at our properties
that expire during the rest of the year unless there is dramatic improvement in
market fundamentals.

Our apartment properties are beginning to see improving market conditions,
despite recent competition from condominiums in addition to the usual
competition from other apartments and new homes. If the improvement continues,
we expect it will first manifest itself in higher occupancy and lower rent
concessions, before there is any significant increase in rental rates.

The uncertainty surrounding utility prices in the larger economy creates
uncertainty about our future utility costs. Although many of our leases pass
through the cost of utilities to the tenants, higher utility prices would
increase our overall operating costs.

The following table summarizes property wholly owned by us as of the dates
indicated:

                                                             March 31,
                                                  ---------------------------
                                                     2005              2004

      Residential:
        Number of properties                              4                 4
        Number of apartment units                       837               837

      Commercial:
        Number of properties                             24                24
        Square footage                            3,051,748         3,049,357


                                       17
<PAGE>

Investment Banking/Investment Services

Unlike our real estate operations business, which provides a rental revenue
stream which is ongoing and recurring in nature, our investment
banking/investment services business is transactional in nature. Both the number
of Sponsored REIT syndications and the amount of equity anticipated to be raised
in 2005 are likely to be below our 2004 levels. Future business in this area is
unpredictable.

Our property acquisition executives are concerned about continued high valuation
levels for prime commercial investment real estate in 2005. It appears that a
combination of factors, including low interest rates, a recovering general
economy and increased capital allocation to real estate assets is increasing
prices on many properties we would have an interest in acquiring. This upward
pressure on prices is causing capitalization rates to fall and prices per square
foot to rise. Consequently, our acquisition executives are having a difficult
time identifying enough property during 2005 at a price acceptable under our
investment criteria to grow our overall investment banking/investment services
business. Lower revenues from this business reduce the cash available for
distribution to stockholders as dividends. As the second quarter of 2005 begins,
valuation levels for many top quality investment properties remain at
historically high levels, with significant competition from a variety of capital
sources to acquire them. Lower capitalization rates on properties acquired for
investment syndication mean lower initial cash flow yields for potential equity
investors in our Sponsored REITs. Consequently we expect slower sales of these
investments to our clients and prospective clients. We continue to rely solely
on our in-house investment executives to access interested investors who have
capital they can afford to place in an illiquid position for an indefinite
period of time (i.e., invest in a Sponsored REIT). We also continue to evaluate
our in-house sales force, as to whether we are capable, either through our
existing client base or through new clients, of raising sufficient investment
capital in Sponsored REITs to achieve future performance objectives.


                                       18
<PAGE>

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)

Results of Operations

The following table shows each segment for the three months ended March 31, 2005
and 2004.

<TABLE>
<CAPTION>
(in thousands)
                                                                 Three months ended March 31,
                                                           -------------------------------------
Real Estate Operations                                        2005           2004         Change
                                                              ----           ----         ------
<S>                                                        <C>            <C>            <C>
Revenues:
   Rental income                                           $ 17,234       $ 18,875       $(1,641)
   Transaction fees                                           2,125          2,828          (703)
   Management fees and interest income from loans               970            129           841
   Other                                                         13              5             8
                                                          --------------------------------------
                                                             20,342         21,837        (1,495)
                                                          --------------------------------------
Expenses:
   Real estate operating expenses                             3,575          3,388           187
   Real estate taxes and insurance                            2,354          2,471          (117)
   Depreciation and amortization                              3,539          3,312           227
   Selling, general and administrative                          460            262           198
   Interest                                                     955            264           691
                                                          --------------------------------------
                                                             10,883          9,697         1,186
                                                          --------------------------------------
Other items:
   Interest income                                              222            220             2
   Equity in earnings of non-consolidated REIT's                665            379           286
                                                          --------------------------------------
                                                                887            599           288
                                                          --------------------------------------

Contribution from real estate operations                     10,346         12,739        (2,393)
                                                          --------------------------------------

Investment Banking/Investment Services
Revenues:
   Syndication fees                                           2,519          3,041          (522)
   Transaction fees                                             317            721          (404)
                                                          --------------------------------------
                                                              2,836          3,762          (926)
                                                          --------------------------------------
Expenses:
   Commissions                                                1,324          1,520          (196)
   Depreciation and amortization                                 34             24            10
   Selling, general and administrative                        1,365          1,426           (61)
                                                          --------------------------------------
                                                              2,723          2,970          (247)
                                                          --------------------------------------
Other items:
   Interest income                                                8             16            (8)
   Taxes on income                                              (44)          (328)          284
                                                          --------------------------------------
                                                                (36)          (312)          276
                                                          --------------------------------------

Contribution from investment banking/investment services         77            480          (403)
                                                          --------------------------------------

Net income                                                 $ 10,423       $ 13,219       $(2,796)
                                                          ======================================
</TABLE>


                                       19
<PAGE>

Comparison of the three months ended March 31, 2005 to the three months ended
March 31, 2004

      Total revenues decreased $2.4 million, or 9.5%, to $23.2 million for the
three months ended March 31, 2005, as compared to $25.6 million for the three
months ended March 31, 2004. Total expenses were $13.6 million for the three
months ended March 31, 2005; an increase of $0.9 million, or 7.4%, compared to
the three months ended March 31, 2004. The real estate segment included 28 owned
properties for each three month period.

      During the three months ended March 31, 2005 our investment
banking/investment services segment had total gross proceeds of $37.0 million,
which included completion of the syndication for FSP 505 Waterford Corp. and a
continuing syndication of FSP Galleria North Corp., which had been started in
the fourth quarter of 2004. During the three months ended March 31, 2004, our
investment banking/investment services segment had total gross proceeds of $49.2
million, which included completion of the syndication of FSP Blue Lagoon Drive
Corp., which had been started in the fourth quarter of 2003; and of FSP Eldridge
Green Corp. As a result, total gross proceeds decreased $12.2 million or 24.8%
for the three months ended March 31, 2005 compared to three months ended March
31, 2004. This decrease was attributable to a slower pace of closings in 2005
compared to 2004. Revenues and expenses for investment banking/investment
services are directly related to the gross proceeds of these syndications.

Each segment is discussed below.

      Real Estate Operations

      Contribution from the real estate segment was $10.3 million for the three
months ended March 31, 2005; a decrease of $2.4 million, or 18.8%, compared to
the three months ended March 31, 2004. The decrease is primarily attributable
to:

      o     A decrease to revenues of $1.5 million, of which $1.2 million
            resulted from a lease termination payment made by a tenant during
            the three months ended March 31, 2004 that did not recur during the
            three months ended March 31, 2005, $0.4 million resulted from
            decreases in occupancy and lower rental rates in the portfolio; and
            $0.7 million resulted from a decrease in transaction (loan
            commitment) fees, which was principally caused by the decrease in
            gross syndication proceeds in the quarter compared to the same
            period in 2004. These decreases were partially offset by increases
            in management fees and interest income of $0.8 million.
      o     An increase in selling, general and administrative costs of $0.2
            million related primarily to costs of monitoring and managing a
            larger portfolio of REITs, and an increase to franchise taxes.
      o     An increase in interest expense of $0.7 million resulting from
            larger loan balances outstanding for syndications in process during
            the three months ended March 31, 2005 compared to the three months
            ended March 31, 2004.
      o     An increase in equity in income from non-consolidated REITs of $0.3
            million as a result of Sponsored REITs in syndication with greater
            net operating income during the three months ended March 31, 2005
            compared to the three months ended March 31, 2004.
      o     There were insignificant changes to real estate operating expenses,
            real estate taxes, insurance, depreciation and interest income
            during the three months ended March 31, 2005 compared to the three
            months ended March 31, 2004.

      Investment Banking/Investment Services

      Contribution of the investment banking and services segment was $0.1
million for the three months ended March 31, 2005; a decrease of $0.4 million,
compared to the three months ended March 31, 2004. The decrease was primarily
attributable to:

      o     A decrease in syndication fee revenues of $0.9 million, which was
            primarily attributable to a lower level of gross syndication
            proceeds during the three months ended March 31, 2005 compared to
            the three months ended March 31, 2004.
      o     A decrease in commission expense of $0.2 million, which relates to
            the decrease in gross syndication proceeds.
      o     These decreases were offset by a decrease in taxes on income of $0.3
            million as a result of the lower taxable income during the three
            months ended March 31, 2005 compared to the three months ended March
            31, 2004.
      o     There were insignificant changes to selling, general and
            administrative costs, depreciation and interest income during the
            three months ended March 31, 2005 compared to the three months ended
            March 31, 2004.

Net Income

      Net income from contribution of both segments for the three months ended
March 31, 2005 decreased $2.8 million to $10.4 million compared to $13.2 million
for the reasons discussed above.


                                       20
<PAGE>

Liquidity and Capital Resources

      Cash and cash equivalents were $47.3 million and $52.8 million at March
31, 2005 and December 31, 2004, respectively. This decrease of $5.5 million is
attributable to $10.2 million provided by operating activities, less $15.0
million used for investing activities, less $0.7 million used for financing
activities. Management believes that existing cash, cash anticipated to be
generated internally by operations, cash anticipated to be generated by the sale
of preferred stock in future Sponsored REITs and our line of credit will be
sufficient to meet working capital requirements and anticipated capital
expenditures for at least the next 12 months.

      Operating Activities

      The cash provided by our operating activities of $10.2 million is
primarily attributable to net income of $10.4 million, plus the add-back of $3.2
million of non-cash activity and was partially offset by increases in prepaid
and other assets of $2.0 million, decreases in accounts payable and accrued
expenses and compensation of $1.1 million and increases in other operating
assets of $0.3 million.

      Investing Activities

      Our cash used by investing activities of $15.0 million is primarily
attributable to an additional $14.7 million invested in assets held for
syndication and $0.3 million to acquire or improve real estate assets.

      Financing Activities

      Our cash used by financing activities of $0.7 million is attributable to
$15.4 million of distributions to shareholders and net borrowings of $14.7
million made during the three months ended March 31, 2005, which related to
assets held for syndication.

      Line of Credit

      We have a revolving line of credit agreement with a group of banks
providing for borrowings of up to $125 million. Borrowings under the line of
credit bear interest at either the bank's base rate (5.75% at March 31, 2005) or
at LIBOR plus 125 basis points (4.1% at March 31, 2005), as defined. Borrowings
outstanding under the line of credit at March 31, 2005 were $74.2 million. We
are in compliance with all bank covenants required by this line of credit. The
maturity date of the line of credit is August 18, 2005, and we intend to
evaluate extension, renewal or replacement of the facility.

      Contingencies

      We are subject to various legal proceedings and claims that arise in the
ordinary course of its business. Although occasional adverse decisions (or
settlements) may occur, we believe that the final disposition of such matters
will not have a material adverse effect on our financial position or results of
operations.

      Assets Held for Syndication

      As of March 31, 2005 there are two assets held for syndication. As of
December 31, 2004 we also had two assets held for syndication. One syndication
was completed in January 2005, and the second asset was purchased during the
three months ended March 31, 2005, but the syndication has not commenced.

      Related Party Transactions

      In the three months ended March 31, 2005, we completed the syndication of
FSP 505 Waterford Corp., and continued the syndication of FSP Galleria North
Corp. We did not enter into any other significant transactions with related
parties during the quarter ended March 31, 2005. For a discussion of
transactions between us and related parties during 2004, see Footnote No. 5
"Related Party Transactions" to the Consolidated Financial Statements of the
Company's Annual Report on Form 10-K for the year ended December 31, 2004.

      Other Considerations

      We generally pay the ordinary annual operating expenses of our properties
from the rental revenue generated by the properties. For the three months ended
March 31, 2005 and 2004 the rental income exceeded the expenses for each
individual property, with the exception of Blue Ravine and Lyberty Way. The
single tenant lease at the Blue Ravine property located in Folsom, California,
expired June 30, 2003. The single tenant lease at the Lyberty Way property
located in Westford, Massachusetts expired October 31, 2004. We have not re-let
either property and expect that these properties will not produce revenue to
cover their expenses in the second quarter.


                                       21
<PAGE>

      Management believes that cash and cash equivalents, as of March 31, 2005,
are in excess of our known needs for extraordinary expenses or capital
improvements within the next twelve months.

      Although there is no guarantee that we will be able to obtain the funds
necessary for our future growth, we anticipate generating funds from continuing
real estate operations and from fees and commissions from the sale of shares in
newly formed Sponsored REITs. We believe that we have adequate funds to cover
unusual expenses and capital improvements, in addition to normal operating
expenses. Our ability to maintain or increase our level of dividends to
stockholders, however, depends in part upon the level of interest on the part of
investors in purchasing shares of Sponsored REITs and the level of rental income
from our real properties.

CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS

      The following important factors, among others, could cause actual results
to differ materially from those indicated by forward-looking statements made in
this Quarterly Report on Form 10-Q and presented elsewhere by management from
time to time.

If we are not able to collect sufficient rents from each of our owned real
properties, we may suffer significant operating losses or a reduction in cash
available for future dividends.

      A substantial portion of our revenues are generated by the rental income
of our real properties. If our properties do not provide us with a steady rental
income, our revenues will decrease and may cause us to incur operating losses in
the future.

We face risks in continuing to attract investors for Sponsored REITs.

      Our investment banking/investment services business continues to depend
upon its ability to attract purchasers of equity interests in Sponsored REITs.
Our success in this area will depend on the propensity and ability of investors
who have previously invested in Sponsored REITs to continue to invest in future
Sponsored REITs and on our ability to expand the investor pool for the Sponsored
REITs by identifying new potential investors. Moreover, our investment
banking/investment services business may be affected to the extent existing
Sponsored REITs incur losses or have operating results that fail to meet
investors' expectations.

If we are unable to fully syndicate a Sponsored REIT, we may be required to keep
a balance outstanding on our line of credit or use our cash balance to repay our
line of credit, which may reduce cash available for distribution to our
stockholders.

      We typically draw on our line of credit to make an interim mortgage loan
to a Sponsored REIT, so that it can acquire real property prior to the
consummation of the offering of its equity interests; this interim loan is
secured by a first mortgage of the real property acquired by the Sponsored REIT.
Once the offering has been completed, the Sponsored REIT repays the loan out of
the offering proceeds. If we are unable to fully syndicate a Sponsored REIT, the
Sponsored REIT could be unable to fully repay the loan, and we would have to
satisfy our obligation under our line of credit through other means. If we are
required to use cash for this purpose, we would have less cash available for
distribution to our stockholders.

Failure to renew, replace or extend our line of credit could have a material
adverse effect on the cash available for distribution to our stockholders and
would limit our growth.

      Our line of credit matures in August 2005. We typically draw on our line
of credit to make an interim mortgage loan to a sponsored REIT, so that the
sponsored REIT can acquire real property prior to the consummation of the
offering of such sponsored REIT's equity interests. Once the offering has been
completed, the sponsored REIT repays the loan out of the offering proceeds. An
inability to renew, replace or extend our line of credit could result in
difficulty financing growth in the investment banking/investment services
segment of our business. It could also result in a reduction in the cash
available for distribution to our stockholders because revenue for our
investment banking/investment services segment is directly related to the amount
of equity raised by sponsored REITs which we syndicate. In addition, a
significant part of our growth strategy is to acquire additional real properties
by cash purchase or by acquisition of sponsored REITs, and the loss of the line
of credit would make it substantially more difficult to pursue acquisitions by
either method. To the extent we have a balance outstanding on the line of credit
on the date of its maturity, we would have to satisfy our obligation through
other means. If we are required to use cash for this purpose, we would have less
cash available for distribution to its stockholders.

We may not be able to find properties that meet our criteria for purchase.

      Growth in our investment banking/investment services business and our
portfolio of real estate is dependent on the ability of our acquisition
executives to find properties for sale which meet our investment criteria. To
the extent they fail to find such properties, we will be unable to syndicate
offerings of Sponsored REITs to investors, and this segment of our business
could have lower revenue, which would reduce the cash available for distribution
to our stockholders, and we would be unable to increase the size of our
portfolio of real estate.


                                       22
<PAGE>

We are dependent on key personnel.

      We depend on the efforts of George Carter, our Chief Executive Officer,
and our other executive officers. If they were to resign, our operations could
be adversely affected. We do not have employment agreements with Mr. Carter or
any other of our executive officers.

Our level of dividends may fluctuate.

      Because our investment banking/investment services business is
transactional in nature and real estate occupancy levels and rental rates can
fluctuate, there is no predictable recurring level of revenue from such
activities. As a result of this, the amount of cash available for distribution
may fluctuate, which may result in us not being able to maintain or grow
dividend levels in the future.

The real properties held by us may significantly decrease in value.

      As of March 31, 2005, we owned 28 properties. We acquired an additional
four properties on April 30, 2005. Some or all of these properties may decline
in value. To the extent our real properties decline in value, our stockholders
could lose some or all the value of their investments. Although currently there
is no public market for the shares of our common stock, the value of our common
stock may still be adversely affected if the real properties held by us decline
in value since these real properties represent the majority of the tangible
assets held by us. Moreover, if either we are forced to sell or lease the real
property held by us below its initial purchase price or its carrying costs or if
we are forced to lease real property at below market rates because of the
condition of the property, our results of operations would be adversely affected
and such negative results of operations may result in lower dividends being paid
to holders of our common stock.

New acquisitions may fail to perform as expected.

      We may acquire new properties, whether by direct FSP Corp. cash purchase,
by acquisition of Sponsored REITs or other properties by cash or through the
issuance of shares of our stock or by investment in a Sponsored REIT. We
acquired four Sponsored REITs and the properties they own on April 30, 2005.
Newly acquired properties may fail to perform as expected, in which case, our
results of operations could be adversely affected.

We face risks in owning and operating real property.

      An investment in us is subject to the risks incident to the ownership and
operation of real estate-related assets. These risks include the fact that real
estate investments are generally illiquid, which may impact our ability to vary
our portfolio in response to changes in economic and other conditions, as well
as the risks normally associated with:

      o     changes in general and local economic conditions;
      o     the supply or demand for particular types of properties in
            particular markets;
      o     changes in market rental rates;
      o     the impact of environmental protection laws; and
      o     changes in tax, real estate and zoning laws.

      Certain significant costs, such as real estate taxes, utilities, insurance
and maintenance costs, generally are not reduced even when a property's rental
income is reduced. In addition, environmental and tax laws, interest rate
levels, the availability of financing and other factors may affect real estate
values and property income. Furthermore, the supply of commercial and
multi-family residential space fluctuates with market conditions.

We face risks from tenant defaults or bankruptcies.

      If any of our tenants defaults on its lease, we may experience delays in
enforcing our rights as a landlord and may incur substantial costs in protecting
our investment. In addition, at any time, a tenant of one of our properties may
seek the protection of bankruptcy laws, which could result in the rejection and
termination of such tenant's lease and thereby cause a reduction in cash
available for distribution to our stockholders.

We may encounter significant delays in reletting vacant space, resulting in
losses of income.

      When leases expire, we will incur expenses and may not be able to re-lease
the space on the same terms. Certain leases provide tenants the right to
terminate early if they pay a fee. If we are unable to re-lease space promptly,
if the terms are significantly less favorable than anticipated or if the costs
are higher, we may have to reduce distributions to our stockholders. For
example, approximately $10,393,000, or 17.6%, of our annualized rental revenue
from commercial and residential apartment properties derives from leases which
expire during 2005. Some of these leases have been renewed during the first
quarter and some have not.

                                       23
<PAGE>

We face risks from geographic concentration.

      The properties in our portfolio as of March 31, 2005, by aggregate square
footage, are distributed geographically as follows: Southwest - 26%, Northeast -
31%, Midwest - 19%, West - 16% and Southeast 8%. However, within certain of
those regions, we hold a larger concentration of our properties in Houston,
Texas - 18% and Washington, DC - 13%. We are likely to face risks to the extent
that any of these areas in which we hold a larger concentration of our
properties suffer deteriorating economic conditions.

We compete with national, regional and local real estate operators and
developers, which could adversely affect our cash flow.

      Competition exists in every market in which our properties are currently
located and in every market in which our properties will be located. We compete
with, among others, national, regional and numerous local real estate operators
and developers. Such competition may adversely affect the percentage of leased
space and the rental revenues of our properties, which could adversely affect
our cash flow from operations and our ability to make expected distributions to
our stockholders. Some of our competitors may have more resources than we do or
other competitive advantages. Competition may be accelerated by any increase in
availability of funds for investment in real estate. For example, decreases in
interest rates tend to increase the availability of funds and therefore can
increase competition. To the extent that our properties continue to operate
profitably, this will likely stimulate new development of competing properties.
The extent to which we are affected by competition will depend in significant
part on local market conditions.

There is limited potential for an increase in leased space gains in our
properties.

      We anticipate that future increases in revenue from our properties will be
primarily the result of scheduled rental rate increases or rental rate increases
as leases expire. Properties with higher rates of vacancy are generally located
in soft economic markets so that it may be difficult to realize increases in
revenue when vacant space is re-leased.

We are subject to possible liability relating to environmental matters, and we
cannot assure you that we have identified all possible liabilities.

      Under various federal, state and local laws, ordinances and regulations,
an owner or operator of real property may become liable for the costs of removal
or remediation of certain hazardous substances released on or in its property.
Such laws may impose liability without regard to whether the owner or operator
knew of, or caused, the release of such hazardous substances. The presence of
hazardous substances on a property may adversely affect the owner's ability to
sell such property or to borrow using such property as collateral, and it may
cause the owner of the property to incur substantial remediation costs. In
addition to claims for cleanup costs, the presence of hazardous substances on a
property could result in the owner incurring substantial liabilities as a result
of a claim by a private party for personal injury or a claim by an adjacent
property owner for property damage.

      In addition, we cannot assure you that:

      o     future laws, ordinances or regulations will not impose any material
            environmental liability;
      o     the current environmental conditions of our properties will not be
            affected by the condition of properties in the vicinity of such
            properties (such as the presence of leaking underground storage
            tanks) or by third parties unrelated to us;
      o     tenants will not violate their leases by introducing hazardous or
            toxic substances into our properties that could expose us to
            liability under federal or state environmental laws; or
      o     environmental conditions, such as the growth of bacteria and toxic
            mold in heating and ventilation systems or on walls, will not occur
            at our properties and pose a threat to human health.

We are subject to compliance with the Americans With Disabilities Act and fire
and safety regulations which could require us to make significant capital
expenditures.

      All of our properties are required to comply with the Americans With
Disabilities Act (ADA), and the regulations, rules and orders that may be issued
thereunder. The ADA has separate compliance requirements for "public
accommodations" and "commercial facilities," but generally requires that
buildings be made accessible to persons with disabilities. Compliance with ADA
requirements might require, among other things, removal of access barriers and
noncompliance could result in the imposition of fines by the U.S. government, or
an award of damages to private litigants.

      In addition, we are required to operate our properties in compliance with
fire and safety regulations, building codes and other land use regulations, as
they may be adopted by governmental agencies and bodies and become applicable to
our properties. Compliance with such requirements may require us to make
substantial capital expenditures, which expenditures would reduce cash otherwise
available for distribution to its stockholders.


                                       24
<PAGE>

There are significant conditions to our obligation to redeem shares of our
common stock, and any such redemption will result in the stockholders tendering
shares receiving less than their estimated fair market value.

      Under our redemption plan, we are only obligated to use our best efforts
to redeem shares of our common stock from stockholders wishing to have them
redeemed. Stockholders wishing to have their shares redeemed must so request on
or before the July 1 which precedes the January 1 date on which the redemption
will be effective, and any such request will be irrevocable. There are
significant conditions to our obligation to redeem shares of our common stock
including:

      o     we cannot be insolvent or be rendered insolvent by the redemption;
      o     the redemption cannot impair our capital or operations;
      o     the redemption cannot contravene any provision of federal or state
            securities laws;
      o     the redemption cannot result in our failing to qualify as a REIT;
            and
      o     our management must determine that the redemption is in our best
            interests.

      Any redemption effected by us under this plan would result in those
stockholders tendering shares of our common stock receiving 90% of the estimated
fair market value of such shares, as determined by our board of directors in its
sole and absolute discretion, and not their full estimated fair market value. If
our common stock becomes listed for trading on AMEX or any other national
securities exchange or the NASDAQ National Market, we will no longer be
obligated to, and do not intend to, effect any redemption. We did not receive
any requests for redemption from the time of the mailing of the Consent
Solicitation/Prospectus related to the mergers, which occurred on March 1, 2005,
until the effective date of the mergers, which was April 30, 2005.

We may lose capital investment or anticipated profits if an uninsured event
occurs.

      We carry or our tenants carry comprehensive liability, fire and extended
coverage with respect to each of our properties, with policy specification and
insured limits customarily carried for similar properties. There are, however,
certain types of losses, such as from wars, pollution or earthquakes, that may
be either uninsurable or not economically insurable (although most properties
located in California have earthquake insurance). Should an uninsured material
loss occur, we could lose both capital invested in the property and anticipated
profits.

Contingent or unknown liabilities acquired in mergers or similar transactions
could require us to make substantial payments.

      The properties which we acquired in mergers were acquired subject to
liabilities and without any recourse with respect to liabilities, whether known
or unknown. As a result, if liabilities were asserted against us based upon any
of these properties, we might have to pay substantial sums to settle them, which
could adversely affect our results of operations and financial condition and our
cash flow and ability to make distributions to our stockholders. Unknown
liabilities with respect to properties acquired might include:

      o     liabilities for clean-up or remediation of environmental conditions;
      o     claims of tenants, vendors or other persons dealing with the former
            owners of the properties; and
      o     liabilities incurred in the ordinary course of business.

We would incur adverse tax consequences if we failed to qualify as a REIT.

      The provisions of the tax code governing the taxation of real estate
investment trusts are very technical and complex, and although we expect that we
will be organized and will operate in a manner that will enable us to meet such
requirements, no assurance can be given that we will always succeed in doing so.
In addition, as a result of our acquisition of the target REITs pursuant to the
mergers, we might no longer qualify as a real estate investment trust. We could
lose our ability to so qualify for a variety of reasons relating to the nature
of the assets acquired from the target REITs, the identity of the shareholders
of the target REITs who become our shareholders or the failure of one or more of
the target REITs to have previously qualified as a real estate investment trust.
Moreover, you should note that if one or more of the REITs that we acquired in
June 2003 or April 2005 did not qualify as a real estate investment trust
immediately prior to the consummation of its acquisition, we could be
disqualified as a REIT as a result of such acquisition.

         If in any taxable year we do not qualify as a real estate investment
trust, we would be taxed as a corporation and distributions to our stockholders
would not be deductible by us in computing our taxable income. In addition, if
we were to fail to qualify as a real estate investment trust, we could be
disqualified from treatment as a real estate investment trust in the year in
which such failure occurred and for the next four taxable years and,
consequently, we would be taxed as a regular corporation during such years.
Failure to qualify for even one taxable year could result in a significant
reduction of our cash available for distribution to our stockholders or could
require us to incur indebtedness or liquidate investments in order to generate
sufficient funds to pay the resulting federal income tax liabilities.


                                       25
<PAGE>

Provisions in our organizational documents may prevent changes in control.

      Our Articles of Incorporation and Bylaws contain provisions, described
below, which may have the effect of discouraging a third party from making an
acquisition proposal for us and may thereby inhibit a change of control under
circumstances that could otherwise give the holders of our common stock the
opportunity to realize a premium over the then-prevailing market prices.

      Ownership Limits. In order for us to maintain our qualification as a real
estate investment trust, the holders of our common stock may be limited to
owning, either directly or under applicable attribution rules of the Internal
Revenue Code, no more than 9.8% of the lesser of the value or the number of
equity shares of us, and no holder of common stock may acquire or transfer
shares that would result in our shares of common stock being beneficially owned
by fewer than 100 persons. Such ownership limit may have the effect of
preventing an acquisition of control of us without the approval of our board of
directors. Our Articles of Incorporation give our board of directors the right
to refuse to give effect to the acquisition or transfer of shares by a
stockholder in violation of these provisions.

      Staggered Board. Our board of directors is divided into three classes. The
terms of these classes will expire in 2006, 2007 and 2008, respectively.
Directors of each class are elected for a three-year term upon the expiration of
the initial term of each class. The staggered terms for directors may affect our
stockholders' ability to effect a change in control even if a change in control
were in the stockholders' best interests.

      Preferred Stock. Our Articles of Incorporation authorize our board of
directors to issue up to 20,000,000 shares of preferred stock, par value $.0001
per share, and to establish the preferences and rights of any such shares
issued. The issuance of preferred stock could have the effect of delaying or
preventing a change in control even if a change in control were in our
stockholders' best interest.

      Increase of Authorized Stock. Our board of directors, without any vote or
consent of the stockholders, may increase the number of authorized shares of any
class or series of stock or the aggregate number of authorized shares we have
authority to issue. The ability to increase the number of authorized shares and
issue such shares could have the effect of delaying or preventing a change in
control even if a change in control were in our stockholders' best interest.

      Amendment of Bylaws. Our board of directors has the sole power to amend
our Bylaws. This power could have the effect of delaying or preventing a change
in control even if a change in control were in our stockholders' best interests.

      Stockholder Meetings. Our Bylaws require advance notice for stockholder
proposals to be considered at annual meetings of stockholders and for
stockholder nominations for election of directors at special meetings of
stockholders. Our Bylaws also provide that stockholders entitled to cast more
than 50% of all the votes entitled to be cast at a meeting must join in a
request by stockholders to call a special meeting of stockholders. These
provisions could have the effect of delaying or preventing a change in control
even if a change in control were in the best interests of our stockholders.

      Supermajority Votes Required. Our Articles of Incorporation require the
affirmative vote of the holders of no less than 80% of the shares of capital
stock outstanding and entitled to vote in order (i) to amend the provisions of
our Articles of Incorporation relating to the classification of directors,
removal of directors, limitation of liability of officers and directors or
indemnification of officers and directors or (ii) to amend our Articles of
Incorporation to impose cumulative voting in the election of directors. These
provisions could have the effect of delaying or preventing a change in control
even if a change in control were in our stockholders' best interest.

The listing of our common stock on the American Stock Exchange or another
national securities exchange and the trading price of our common stock following
such listing are uncertain. Our common stock could trade at a lower price than
anticipated.

      Although we have filed an application to list our common stock on the
AMEX, and the AMEX has approved the application, there can be no assurances that
our common stock will be listed for trading. Therefore, a trading market may not
develop at all, or if one does, it may not be meaningful. If a trading market
does develop, the market prices for our common stock may fluctuate with changes
in market and economic conditions, including the market perception of REITs in
general, and changes in the financial condition of our securities. Such
fluctuations may depress the market price of our common stock independent of the
financial performance of FSP Corp. The market conditions for REIT stocks
generally could affect the market price of our common stock.


                                       26
<PAGE>

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We were not a party to any derivative financial instruments at or during the
three months ended March 31, 2005.

We borrow from time-to-time on our line of credit. These borrowings bear
interest at the bank's base rate (5.75% at March 31, 2005) or at LIBOR plus 125
basis points (4.1% at March 31, 2005), as elected by us when requesting funds as
defined. As of March 31, 2005, $74,164,000 was outstanding under the line of
credit consisting of one borrowing of $30,164,000 at the bank's base rate and a
borrowing of $44,000,000 at the LIBOR plus 125 basis point rate. We have used
the funds drawn on our line of credit only for the purpose of making interim
mortgage loans to Sponsored REITs. These mortgage loans bear interest at the
same variable rate payable by us under our line of credit. We therefore believe
that we have mitigated our interest rate risk with respect to our borrowings.


                                       27
<PAGE>

Item 4. Controls and Procedures.

Our management, with the participation of FSP Corp.'s President and Chief
Executive Officer and FSP Corp.'s Chief Financial Officer, evaluated the
effectiveness of our disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(d) under the Exchange Act) as of March 31, 2005. Based on
this evaluation, FSP Corp.'s President and Chief Executive Officer and FSP
Corp.'s Chief Financial Officer concluded that, as of March 31, 2005, our
disclosure controls and procedures were (1) designed to ensure that material
information relating to us, including our consolidated subsidiaries, is made
known to FSP Corp.'s President and Chief Executive Officer and FSP Corp.'s Chief
Financial Officer by others within these entities as appropriate to allow timely
decisions regarding required disclosure, particularly during the period in which
this report was being prepared and (2) effective, in that they provide
reasonable assurance that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the SEC's rules and
forms.

No change to our internal control over financial reporting (as defined in Rules
13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the quarter
ended March 31, 2005 that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.


                                       28
<PAGE>

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings:

      Not applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds:

      (c) The following table provides information about purchases by Franklin
Street Properties Corp. during the quarter ended March 31, 2005 of equity
securities that are registered by the Company pursuant to Section 12 of the
Exchange Act:

                      ISSUER PURCHASES OF EQUITY SECURITIES

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
                                  (a)                   (b)                    (c)                       (d)
                                                                        Total Number of         Maximum Number (or
                                                                       Shares (or Units)    Approximate Dollar Value)
                                                                       Purchased as Part    of Shares (or Units) that
                            Total Number of                               of Publicly          May Yet Be Purchased
                           Shares (or Units)     Average Price Paid    Announced Plans or       Under the Plans or
Period                       Purchased (1)      per Share (or Unit)       Programs (1)             Programs (1)
- -----------------------------------------------------------------------------------------------------------------------
<S>                                <C>                  <C>                    <C>                      <C>
01/01/05-01/31/05                  0                    N/A                    0                        0
- -----------------------------------------------------------------------------------------------------------------------
02/01/05-02/28/05                  0                    N/A                    0                        0
- -----------------------------------------------------------------------------------------------------------------------
03/01/05-03/30/05                  0                    N/A                    0                        0
- -----------------------------------------------------------------------------------------------------------------------
Total:                             0                    N/A                    0                        0
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>

FSP Corp. does not have any publicly announced repurchase plans or programs.
However, FSP Corp.'s Articles of Incorporation provide that FSP Corp. will use
its best efforts to redeem shares of its common stock from stockholders who
request such redemption. Any FSP Corp. stockholder wishing to have shares
redeemed must make such a request no later than July 1 of any year for a
redemption that would be effective the following January 1.

This obligation is subject to significant conditions, including that (i) FSP
Corp. cannot be insolvent or rendered insolvent by the redemption, (ii) the
redemption cannot impair the capital or operations of FSP Corp., (iii) the
redemption cannot contravene any provision of federal or state securities law,
(iv) the redemption cannot result in FSP Corp.'s failing to qualify as a REIT,
and (v) the management of FSP Corp. must determine that the redemption is in the
best interest of FSP Corp. Redemptions pursuant to these provisions result in
redeeming stockholders receiving cash in an amount of 90% of the fair market
value of the stock redeemed, as determined by FSP Corp.'s Board of Directors.

If our common stock becomes listed for trading on AMEX or any other national
securities exchange or the NASDAQ National Market, we will no longer be
obligated to, and do not intend to, effect any redemption. We did not receive
any requests for redemption from the time of the mailing of the Consent
Solicitation/Prospectus related to the mergers, which occurred on March 1, 2005,
until the effective date of the mergers, which was April 30, 2005.

Item 3. Defaults Upon Senior Securities:

      Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders:

      Not applicable.

Item 5. Other Information:

      For purposes of Regulation FD the Company has attached a table regarding
      the investors in Sponsored REITs attached as Exhibit 99.1 hereto.


                                       29
<PAGE>

                     PART II - OTHER INFORMATION (Continued)

Item 6. Exhibits:

      2.2   Amendment No. 1 to Agreement and Plan of Merger, dated as of August
            13, 2004, by and among the Registrant and the parties thereto
            (incorporated by reference to Exhibit 2.2 to the Registrant's
            Current Report on Form 8-K dated April 29, 2005).

      3.2   Restated Bylaws of FSP Corp.

      31.1  Certification of the President and Chief Executive Officer of the
            Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of
            2002.

      31.2  Certification of the Chief Financial Officer of the Registrant
            pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

      32.1  Certification of the President and Chief Executive Officer of the
            Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant
            to Section 906 of the Sarbanes-Oxley Act of 2002.

      32.2  Certification of the Chief Financial Officer of the Registrant
            pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
            906 of the Sarbanes-Oxley Act of 2002.

      99.1  Table regarding investors in Sponsored REITs.


                                       30
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                          Franklin Street Properties Corp.


   Date            Signature                     Title
   ----            ---------                     -----


May 6, 2005    /s/ George J. Carter    Chief Executive Officer and
               --------------------    Director (Principal Executive Officer)
               George J. Carter


May 6, 2005    /s/ John G. Demeritt    Senior Vice President and Chief Financial
               --------------------    Officer (Principal Financial Officer)
               John G. Demeritt


                                       31

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>2
<FILENAME>ex3-2.txt
<TEXT>

                                                                     Exhibit 3.2


                                 RESTATED BYLAWS

                                    ARTICLE I

                                     OFFICES

Section 1. PRINCIPAL OFFICE.

      The principal office of Franklin Street Properties Corp. (the
"Corporation") shall be located at such place as the Board of Directors may from
time to time designate.

Section 2. ADDITIONAL OFFICES.

      The Corporation may have additional offices at such places as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

Section 1. PLACE.

      All meetings of stockholders shall be held in the City of Boston,
Commonwealth of Massachusetts or at such other place within the United States as
shall be stated in the notice of the meeting.

Section 2. ANNUAL MEETING.

      An annual meeting of the stockholders for the election of directors to
succeed directors whose terms in office are expiring and the transaction of any
business within the powers of the Corporation shall be held on a date (which
date shall not be a legal holiday in the place where the meeting is to be held)
and at the time set by the Board of Directors during the period between April 29
and May 29 (inclusive) in each year. If no annual meeting is held in accordance
with the foregoing provisions, the Board of Directors shall cause the meeting to
be held as soon thereafter as convenient.

Section 3. SPECIAL MEETING.

      The President, Chief Executive Officer or a majority of the Board of
Directors may call special meetings of the stockholders. Special meetings of
stockholders shall also be called by the Secretary upon the written request of
the holders of shares entitled to cast more than fifty percent of all the votes
entitled to be cast at such meeting. Such request shall state the purpose of
<PAGE>

such meeting and the matters proposed to be acted on at such meeting. The
Secretary shall inform such stockholders of the reasonably estimated cost of
preparing and mailing notice of the meeting (including all proxy materials that
may be required in connection therewith) and, upon such stockholders' payment to
the Corporation of such costs, the Secretary shall, within thirty days of such
payment, or such longer period as may be necessitated by compliance with any
applicable statutory or regulatory requirements, give notice to each stockholder
entitled to notice of the meeting.

Section 4. NOTICE.

      Not less than ten nor more than 90 days before each meeting of
stockholders, the secretary shall give to each stockholder entitled to vote at
such meeting and to each stockholder not entitled to vote who is entitled to
notice of the meeting written or printed notice stating the time and place of
the meeting and, in the case of a special meeting or as otherwise may be
required by statute, the purpose for which the meeting is called, either by mail
or by presenting it to such stockholder personally or by leaving it at his
residence or usual place of business. If mailed, such notice shall be deemed to
be given when deposited in the United States mail addressed to the stockholder
at his post office address as it appears on the records of the Corporation, with
postage thereon prepaid.

Section 5. SCOPE OF NOTICE.

      Any business of the Corporation may be transacted at an annual meeting of
stockholders without being specifically designated in the notice, except such
business as is required by statute to be stated in such notice. No business
shall be transacted at a special meeting of stockholders except as specifically
designated in the notice.

Section 6. QUORUM.

      Except as otherwise provided by any statute or the Articles of
Incorporation of the Corporation, as amended from time to time (the "Articles"),
at any meeting of stockholders, the presence in person or by proxy of
stockholders entitled to cast a majority of all the votes entitled to be cast at
such meeting shall constitute a quorum; but this section shall not affect any
requirement under any statute or the Articles for the vote necessary for the
adoption of any measure.

Section 7. ADJOURNMENTS.

      Any meeting of stockholders may be adjourned to any other time and any
other place at which a meeting of stockholders may be held under these Bylaws by
the stockholders present or represented at the meeting and entitled to vote,
although less than a quorum, or, if no stockholder is present, by any officer
entitled to preside at or to act as secretary of such meeting. It shall not be
necessary to notify any stockholder of any adjournment to a date not more than
120 days after the original record date without notice other than announcement
<PAGE>

at the meeting, unless after the adjournment a new record date is fixed for the
adjourned meeting. At such adjourned meeting at which a quorum shall be present,
any business may be transacted which might have been transacted at the meeting
as originally notified.

Section 8. VOTING.

      A plurality of all the votes cast at a meeting of stockholders duly called
and at which a quorum is present shall be sufficient to elect a director. Each
share may be voted for as many individuals as there are directors to be elected
and for whose election the share is entitled to be voted. A majority of the
votes cast at a meeting of stockholders duly called and at which a quorum is
present shall be sufficient to approve any other matter which may properly come
before the meeting, unless more than a majority of the votes cast is required by
statute or by the Articles of the Corporation. Unless otherwise provided in the
Articles, each outstanding share, regardless of class, shall be entitled to one
vote on each matter submitted to a vote at a meeting of stockholders. Shares of
stock of the Corporation directly or indirectly owned by it shall not be voted
at any meeting and shall not be counted in determining the total number of
outstanding shares entitled to be voted at any given time, unless they are held
by it in a fiduciary capacity, in which case they may be voted and shall be
counted in determining the total number of outstanding shares at any given time.

Section 9. PROXIES.

      Each stockholder of record entitled to vote at a meeting of stockholders
or to express consent or dissent to corporate action in writing without a
meeting, may vote or express such consent or dissent in person or may authorize
another person or persons to vote or act for him by a proxy executed in writing
by the stockholder or by his duly authorized attorney in fact. Such proxy shall
be filed with the Secretary of the Corporation before or at the time of the
meeting. No proxy shall be valid after eleven months from the date of its
execution, unless otherwise provided in the proxy.

Section 10. CONDUCT OF MEETINGS.

      The Chairman of the Board or, in the absence of the Chairman, the
President or a Vice President, or, in the absence of the Chairman and the
President and Vice Presidents, a presiding officer elected at the meeting, shall
preside over the meetings of the stockholders (the "Presiding Officer"). The
Secretary of the Corporation, or, in the absence of the Secretary and Assistant
Secretaries, the person appointed by the Presiding Officer of the meeting shall
act as secretary of such meeting.

Section 11. TABULATION OF VOTES.

      At any annual or special meeting of stockholders, the Presiding Officer
shall be authorized to appoint one or more persons as inspectors for such
meeting. An inspector may, but need not, be an officer, employee or agent of the
Corporation. The inspectors shall be responsible for tabulating or causing to be
<PAGE>

tabulated shares voted at the meeting and reviewing or causing to be reviewed
all proxies. In tabulating votes, the inspectors shall be entitled to rely in
whole or in part on tabulations and analyses made by personnel of the
Corporation, its counsel, its transfer agent, its registrar or such other
organizations that are customarily employed to provide such services. The
inspectors shall be authorized to determine the legality and sufficiency of all
votes cast and proxies delivered under both the Articles and these Bylaws and
applicable law. The Presiding Officer may review all determinations made by the
inspectors hereunder, and in doing so the Presiding Officer shall be entitled to
exercise his or her sole judgment and discretion and he or she shall not be
bound by any determinations made by the inspectors.

Section 12. NOMINATIONS AND STOCKHOLDER BUSINESS.

      (a) Annual Meetings of Stockholders.

            (1) Nominations of persons for election to the Board of Directors
      and the proposal of business to be considered by the stockholders may be
      made at an annual meeting of stockholders (i) pursuant to the
      Corporation's notice of meeting; (ii) by or at the direction of the Board
      of Directors or (iii) by any stockholder of the Corporation who was a
      stockholder of record at the time of giving of notice provided for in this
      Section 12(a), who is entitled to vote at the meeting and who complied
      with the notice procedures set forth in this Section 12(a).

            (2) For nominations or other business to be properly brought before
      an annual meeting by a stockholder pursuant to clause (iii) of paragraph
      (a)(1) of this Section 12, the stockholder must have given timely notice
      thereof in writing to the Secretary of the Corporation. To be timely, a
      stockholder's notice shall be delivered to the Secretary at the principal
      executive offices of the Corporation not less than 90 days nor more than
      120 days prior to the first anniversary of the mailing date of the notice
      of the preceding year's annual meeting. Such stockholder's notice shall
      set forth (i) as to each person whom the stockholder proposes to nominate
      for election or reelection as a director all information relating to such
      person that is required to be disclosed in solicitations of proxies for
      election of directors, or is otherwise required, in each case pursuant to
      Regulation 14A under the Securities Exchange Act of 1934, as amended (the
      "Exchange Act") (including such person's written consent to being named in
      the proxy statement as a nominee and to serving as a director if elected);
      (ii) as to any other business that the stockholder proposes to bring
      before the meeting, a brief description of the business desired to be
      brought before the meeting, the reasons for conducting such business at
      the meeting and any material interest in such business of such stockholder
      and of the beneficial owner, if any, on whose behalf the proposal is made;
      and (iii) as to the stockholder giving the notice and the beneficial
      owner, if any, on whose behalf the nomination or proposal is made, (x) the
      name and address of such stockholder, as they appear on the Corporation's
<PAGE>

      books, and of such beneficial owner and (y) the class and number of shares
      of stock of the Corporation which are owned beneficially and of record by
      such stockholder and such beneficial owner.

      (b) Special Meetings of Stockholders. Only such business shall be
conducted at a special meeting of stockholders as shall have been brought before
the meeting pursuant to the Corporation's notice of meeting. Nominations of
persons for election to the Board of Directors may be made at a special meeting
of stockholders at which directors are to be elected (i) pursuant to the
Corporation's notice of meeting, (ii) by or at the direction of the Board of
Directors or (iii) provided that the Board of Directors has determined that
directors shall be elected at such special meeting, by any stockholder of the
Corporation who is a stockholder of record at the time of giving of notice
provided for in this Section 12(b), who is entitled to vote at the meeting and
who complied with notice procedures set forth in this Section 12(b). In the
event the Corporation calls a special meeting of stockholders for the purpose of
electing one or more directors to the Board of Directors, any such stockholder
may nominate a person or persons (as the case may be) for election to such
position as specified in the Corporation's notice of meeting, if the
stockholder's notice required by paragraph (a)(2) of this Section 12(b) shall be
delivered to the Secretary at the principal executive offices of the Corporation
not earlier than the 120th day prior to such special meeting and not later than
the close of business on the later of the 90th day prior to such special meeting
or the tenth day following the day on which public announcement is first made of
the date of the special meeting and of the nominees proposed by the Board of
Directors to be elected at such meeting.

      (c) General.

            (1) Only such persons who are nominated in accordance with the
procedures set forth in this Section 12 shall be eligible to serve as directors
and only such business shall be conducted at a meeting of stockholders as shall
have been brought before the meeting in accordance with the procedures set forth
in this Section 12. The Presiding Officer of the meeting shall have the power
and duty to determine whether a nomination or any business proposed to be
brought before the meeting was made in accordance with the procedures set forth
in this Section 12 and, if any proposed nomination or business is not in
compliance with this Section 12, to declare that such defective nomination or
proposal be disregarded.

            (2) For purposes of this Section 12, "public announcement" shall
mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable news service or in a document publicly filed by
the Corporation with the Securities and Exchange Commission pursuant to Sections
13, 14 or 15(d) of the Exchange Act.

            (3) Notwithstanding the foregoing provisions of this Section 12, a
stockholder shall also comply with all applicable requirements of state law and,
if the Corporation has a class of securities registered under the Exchange Act,
<PAGE>

of the Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this Section 12. If the Corporation has a class of
securities registered under the Exchange Act, nothing in this Section 12 shall
be deemed to affect any rights of stockholders to request inclusion of proposals
in, nor any rights of the Corporation to omit a proposal from, the Corporation's
proxy statement pursuant to Rule 14a-8 under the Exchange Act.

Section 13. INFORMAL ACTION BY STOCKHOLDERS.

      Any action required or permitted to be taken at a meeting of stockholders
may be taken without a meeting if a consent in writing, setting forth such
action, is signed by each stockholder entitled to vote on the matter and each
stockholder who would be entitled to notice of a meeting of stockholders called
to vote on such action (but not to vote thereat) has waived in writing any right
to dissent from such action, and such consent and waiver are filed with the
minutes of proceedings of the stockholders. Such consents and waivers may be
signed by different stockholders in counterparts.

Section 14. VOTING BY BALLOT.

      Voting on any question or in any election may be viva voce unless the
Presiding Officer shall order or any stockholder shall demand that voting be by
ballot.

Section 15. VOTING OF STOCK BY CERTAIN HOLDERS.

      Notwithstanding any provision of the Articles of the Corporation or these
Bylaws to the contrary, Subtitle 7 of Title 3 of the Maryland General
Corporation Law (as the same may be amended from time to time), and any
successor statute, shall not apply to any acquisition by any person of shares of
stock of the Corporation. This section may be repealed, in whole or in part, at
any time, whether before or after an acquisition of control shares and, upon
such repeal, may, to the extent provided by any successor Bylaw, apply to any
prior or subsequent control share acquisition.

                                   ARTICLE III

                                    DIRECTORS

Section 1. GENERAL POWERS; QUALIFICATIONS.

      The business and affairs of the Corporation shall be managed under the
direction of its Board of Directors. Directors need not be stockholders of the
Corporation.

Section 2. NUMBER, TENURE AND QUALIFICATIONS.

      At any regular meeting or at any special meeting called for that purpose,
a majority of the entire Board of Directors may establish, increase or decrease
the number of directors, provided that the number thereof shall never be less
<PAGE>

than the minimum number required by the Maryland General Corporation Law, and
further provided that the tenure of office of a director shall not be affected
by any decrease in the number of directors. Pursuant to the Articles of the
Corporation, the directors have been divided into classes with terms of three
years, with the term of office of one class expiring at the annual meeting of
stockholders in each year. Each director shall hold office for the term for
which he is elected and until his successor is elected and qualified, or until
his earlier resignation, removal (in accordance with the Articles and these
Bylaws) or death. Any director may resign by delivering his written resignation
to the Corporation at its principal office or to the President or Secretary.
Such resignation shall be effective upon receipt unless it is specified to be
effective at some other time or upon the happening of some other event.

Section 3. ANNUAL AND REGULAR MEETINGS.

      An annual meeting of the Board of Directors shall be held immediately
after and at the same place as the annual meeting of stockholders, no notice
other than this Bylaw being necessary. The Board of Directors may provide, by
resolution, the time and place, either within or without the State of Maryland,
for the holding of regular meetings of the Board of Directors without other
notice than such resolution; provided that any director who is absent when such
resolution is adopted shall be given notice of the resolution.

Section 4. SPECIAL MEETINGS.

      Special meetings of the Board of Directors may be called by or at the
request of the Chairman of the Board (or any co-Chairman of the Board if more
than one), President or by a majority of the directors then in office. The
person or persons authorized to call special meetings of the Board of Directors
may fix any place, either within or without the State of Maryland, as the place
for holding any special meeting of the Board of Directors called by them.

Section 5. NOTICE.

      Notice of any special meeting of directors shall be given to each director
by the Secretary or by the officer or one of the directors calling the meeting.
Notice shall be duly given to each director (i) by giving notice to such
director in person or by telephone at least 24 hours in advance of the meeting,
(ii) by sending a telegram, facsimile or electronic mail, or delivering written
notice by hand, to the address or electronic mail address, as applicable,
provided by the director as his address for the time when the notice is given,
or if no such address has been provided, to his last known business or home
address or electronic mail address, as applicable, at least 48 hours in advance
of the meeting, or (iii) by mailing written notice to the address provided by
the director for the time when the notice is given, or if no such address has
been provided, to his last known business or home address, at least 72 hours in
advance of the meeting. Notices given pursuant to clause (i) above need not be
in writing. Unless specifically required by statute, a notice or waiver of
<PAGE>

notice of a meeting of the Board of Directors need not specify the purposes of
the meeting or the business to be transacted at such meeting.

Section 6. QUORUM.

      A majority of the total number of the directors shall constitute a quorum
for transaction of business at any meeting of the Board of Directors, provided
that, if less than a majority of such directors are present at said meeting, a
majority of the directors present may adjourn the meeting from time to time
without further notice, and provided further that if, pursuant to the Articles
of the Corporation or these Bylaws, the vote of a majority of a particular group
of directors is required for action, a quorum must also include a majority of
such group. In the event one or more of the directors shall be disqualified to
vote at any meeting, then the required quorum shall be reduced by one for each
such director so disqualified; provided, however, that in no case (i) shall less
than one-third (1/3) of the number so fixed constitute a quorum and (ii) if
there are two or three directors, shall fewer than two directors constitute a
quorum.

Section 7. VOTING.

      The action of the majority of the directors present at a meeting at which
a quorum is present shall be the action of the Board of Directors, unless the
concurrence of a greater or lesser proportion is required for such action by the
Articles, these Bylaws or applicable statute.

Section 8. TELEPHONE MEETINGS.

      Directors may participate in a meeting by means of a conference telephone
or similar communications equipment if all persons participating in the meeting
can hear each other at the same time. Participation in a meeting by these means
shall constitute presence in person at the meeting.

Section 9. ACTION BY DIRECTORS WITHOUT A MEETING.

      Any action required or permitted to be taken at any meeting of the Board
of Directors may be taken without a meeting, if a consent in writing to such
action is signed by each director and such written consent is filed with the
minutes of proceedings of the Board of Directors. Consents may be signed by
different directors on separate counterparts.

Section 10. VACANCIES.

      If for any reason any or all the directors cease to be directors, such
event shall not terminate the Corporation or affect these Bylaws or the powers
of the remaining directors hereunder (even if fewer than the minimum number
required by the Maryland General Corporation Law). Any vacancy on the Board of
Directors for any cause, other than an increase in the number of directors, may
<PAGE>

be filled by a majority of the remaining directors, although such majority is
less than a quorum. Any vacancy in the number of directors created by an
increase in the number of directors may be filled by a majority vote of the
entire Board of Directors. In addition, by the vote required to elect a
director, the stockholders may fill any vacancy on the Board of Directors
resulting from the removal of a director. Any individual elected as director to
fill a vacancy shall hold office for the unexpired term of the director he or
she is replacing.

Section 11. COMPENSATION.

      Directors may be paid such compensation for their services and such
reimbursement for expenses of attendance at meetings as the Board of Directors
may from time to time determine. No such payment shall preclude any director
from serving the corporation or any of its parent or subsidiary corporations in
any other capacity and receiving compensation for such service.

Section 12. REMOVAL OF DIRECTORS.

      Directors may be removed from office only in the manner provided in the
Articles of the Corporation.

                                   SECTION IV

                                   COMMITTEES

Section 1. NUMBER, TENURE AND QUALIFICATIONS.

      The Board of Directors may appoint from among its members an Executive
Committee, an Audit Committee, a Compensation Committee and other committees,
composed of two or more directors, to serve at the pleasure of the Board of
Directors.

Section 2. POWERS.

      The Board of Directors may delegate to committees appointed under Section
1 of this Article any of the powers of the Board of Directors, except as
prohibited by law.

Section 3. MEETINGS.

      In the absence of any member of any such committee, the members thereof
present at any meeting, whether or not they constitute a quorum, may appoint
another director to act in the place of such absent member.

Section 4. TELEPHONE MEETINGS.
<PAGE>

      Members of a committee of the Board of Directors may participate in a
meeting by means of a conference telephone or similar communications equipment
if all persons participating in the meeting can hear each other at the same
time. Participation in a meeting by these means shall constitute presence in
person at the meeting.

Section 5. ACTION BY COMMITTEES WITHOUT A MEETING.

      Any action required or permitted to be taken at any meeting of a committee
of the Board of Directors may be taken without a meeting if a consent in writing
to such action is signed by each member of the committee and such written
consent is filled with the minutes of proceedings of such committee.

                                    ARTICLE V

                                    OFFICERS

Section 1. GENERAL PROVISIONS.

      The officers of the Corporation shall include a Chairman of the Board (or
one or more Chairmen of the Board), a Chief Executive Officer, a President, a
Secretary and a Treasurer and may include one or more Vice Presidents,
(including Executive Vice Presidents and Senior Vice Presidents), a Chief
Operating Officer, a Chief Financial Officer, one or more Assistant Secretaries
and one or more Assistant Treasurers. In addition, the Board of Directors may
from time to time appoint such other officers with such powers and duties as
they shall deem necessary or desirable. The officers of the Corporation shall be
elected annually by the Board of Directors at the first meeting of the Board of
Directors held after each annual meeting of stockholders, except that the Chief
Executive Officer or, if there is no Chief Executive Officer, the President may
appoint one or more Vice Presidents (including Executive Vice Presidents and
Senior Vice Presidents), Assistant Secretaries and Assistant Treasurers. If the
election of officers shall not be held at such meeting, such election shall be
held as soon thereafter as may be convenient. Each officer shall hold office
until his successor is elected and qualified or until his death, resignation or
removal in the manner hereinafter provided. Any two or more offices may be held
by the same person except that the office of President and Vice President may
not be held by the same person. In its discretion, the Board of Directors may
leave unfilled any office except that of President, Treasurer and Secretary.
Election of an officer or agent shall not of itself create contract rights
between the Corporation and such officer or agent. No officer need be a
stockholder.

Section 2. REMOVAL AND RESIGNATION.

      Any officer or agent of the Corporation may be removed by the Board of
Directors if in its judgment the best interests of the Corporation would be
served thereby. Any officer of the Corporation may resign at any time by giving
written notice of his resignation to the Board of Directors, the Chairman of the
Board (or any co-Chairman of the Board if more than one), the Chief Executive
<PAGE>

Officer, the President or the Secretary. Any resignation shall take effect at
any time subsequent to the time specified therein or, if the time when it shall
become effective is not specified therein, immediately upon its receipt. The
acceptance of a resignation shall not be necessary to make it effective unless
otherwise stated in the resignation. Except as the Board of Directors may
otherwise determine, no officer who resigns or is removed shall have any right
to any compensation as an officer for any period following his resignation or
removal, or any right to damages on account of such removal, whether his
compensation be by the month or by the year or otherwise, unless such
compensation is expressly provided in a duly authorized written agreement with
the Corporation.

Section 3. VACANCIES.

      A vacancy in any office may be filled by the Board of Directors for the
balance of the term.

Section 4. CHAIRMAN OF THE BOARD.

      The Board of Directors shall designate a Chairman of the Board (or one or
more co-Chairmen of the Board). The Chairman of the Board shall preside over the
meetings of the Board of Directors and of the stockholders at which he shall be
present. If there be more than one, the co-Chairmen designated by the Board of
Directors will perform such duties. The Chairman of the Board shall perform such
other duties as may be assigned to him or them by the Board of Directors.

Section 5. CHIEF EXECUTIVE OFFICER.

      The Board of Directors shall designate a Chief Executive Officer. In the
absence of such designation, the Chairman of the Board (or, if more than one,
the co-Chairmen of the Board in the order designated at the time of their
election or, in the absence of any designation, then in the order of their
election) shall be the Chief Executive Officer of the Corporation. The Chief
Executive Officer shall have general responsibility for implementation of the
policies of the Corporation, as determined by the Board of Directors, and for
the management of the business and affairs of the Corporation.

Section 6. CHIEF OPERATING OFFICER.

      The Board of Directors may designate a Chief Operating Officer. The Chief
Operating Officer shall have the responsibilities and duties as set forth by the
Board of Directors or the Chief Executive Officer.

Section 7. CHIEF FINANCIAL OFFICER.

      The Board of Directors may designate a Chief Financial Officer. The Chief
Financial officer shall have the responsibilities and duties as set forth by the
Board of Directors or the Chief Executive Officer.
<PAGE>

Section 8. PRESIDENT.

      The President shall perform all duties incident to the office of President
and such other duties as may be prescribed by the Board of Directors from time
to time.

Section 9. VICE PRESIDENT.

      In the absence of the President or in the event of a vacancy in such
office, any Executive Vice President or Senior Vice President, or in the absence
of any Executive Vice President or Senior Vice President, any Vice President (or
in the event there be more than one Vice President, the Vice Presidents in the
order designated at the time of their election or, in the absence of any
designation, then in the order of their election) shall perform the duties of
the President and when so acting shall have all the powers of and be subject to
all the restrictions upon the President; and shall perform such other duties as
from time to time may be assigned to him by the President or by the Board of
Directors. The Board of Directors may designate one or more Vice Presidents as
Executive Vice President, Senior Vice President or as Vice President for
particular areas of responsibility.

Section 10. SECRETARY.

      The Secretary shall (a) keep the minutes of the proceedings of the
stockholders, the Board of Directors and committees of the Board of Directors in
one or more books provided for that purpose; (b) see that all notices are duly
given in accordance with the provisions of these Bylaws or as required by law;
(c) be custodian of the records and of the seal of the Corporation; (d) keep a
register of the post office address of each stockholder which shall be furnished
to the Secretary by such stockholder; (e) have general charge of the share
transfer books of the Corporation; and (f) in general perform such other duties
as are incident to the office of Secretary and as from time to time may be
assigned to him or her by the Chief Executive Officer, the President or the
Board of Directors.

Section 11. TREASURER.

      The Treasurer shall perform such duties and shall have such powers as may
from time to time be assigned to him or her by the Board of Directors or the
President. In addition, the Treasurer shall perform such duties and have such
powers as are incident to the office of Treasurer, including without limitation
the duty and power to keep and be responsible for all funds and securities of
the Corporation, to deposit funds of the Corporation in depositories selected in
accordance with these Bylaws, to disburse such funds as ordered by the Board of
Directors, to make proper accounts of such funds, and to render as required by
the Board of Directors statements of all such transactions and of the financial
condition of the Corporation. In the absence of a designation of Chief Financial
Officer by the Board of Directors, the Treasurer shall be the Chief Financial
Officer of the Corporation.
<PAGE>

Section 12. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS.

      The Assistant Secretaries and Assistant Treasurers, in general, shall
perform such duties as shall be assigned to them by the Secretary or Treasurer,
respectively, or by the Chief Executive Officer, the President or the Board of
Directors.

Section 13. SUBORDINATE OFFICERS.

      The Corporation shall have such subordinate officers as the Board of
Directors may from time to time elect. Each such officer shall hold office for
such period and perform such duties as the Board of Directors, the Chief
Executive Officer, the President or any designated committee or officer may
prescribe.

                                   ARTICLE VI

                     CONTRACTS, CHECKS AND BOOKS AND RECORDS

Section 1. CONTRACTS.

      The Board of Directors may authorize any officer or agent to enter into
any contract or to execute and deliver any instruments in the name of and on
behalf of the Corporation and such authority may be general or confined to
specific instances. Any agreement, deed, mortgage, lease or other document
executed by one or more of the directors or by an authorized person shall be
valid and binding upon the Board of Directors and upon the Corporation when
authorized or ratified by action of the Board of Directors. A person who holds
more than one office of the Corporation may not act in more than one capacity to
execute, acknowledge or verify an instrument required by law to be executed,
acknowledged or verified by more than one officer.

Section 2. CHECKS AND DRAFTS.

      All checks, drafts or other orders for the payment of money, notes or
other evidences of indebtedness issued in the name of the Corporation shall be
signed by such officer or officers, agent or agents of the Corporation and in
such manner as shall from time to time be determined by the Board of Directors.

Section 3. BOOKS AND RECORDS.

      The Corporation shall keep correct and complete books and records of its
accounts and transactions and minutes of the proceedings of its stockholders and
Board of Directors and of each committee exercising any of the power or
authority of the Board of Directors. The books and records of the Corporation
may be in written form or in any other form that can be converted within a
reasonable time into written form for visual inspection. Minutes shall be
recorded in written form, but may be maintained in the form of a reproduction.
<PAGE>

                                   ARTICLE VII

                                      STOCK

Section 1. CERTIFICATES.

      Each stockholder shall be entitled to a certificate or certificates which
shall represent and certify the number of shares of each class of stock held by
him in the Corporation. Each certificate shall be signed by the Chairman of the
Board, the President or a Vice President and countersigned by the Secretary or
an Assistant Secretary or the Treasurer or an Assistant Treasurer and may be
sealed with the seal, if any, of the Corporation. The signatures may be either
manual or facsimile. Certificates shall be consecutively numbered; and if the
Corporation shall, from time to time, issue several classes of stock, each class
may have its own number series. A certificate is valid and may be issued whether
or not an officer who signed it is still an officer when it is issued. Each
certificate representing shares which are restricted as to their transferability
or voting powers, which are preferred or limited as to their dividends or as to
their allocable portion of the assets upon liquidation or which are redeemable
at the option of the Corporation, shall have a statement of such restriction,
limitation, preference or redemption provision, or a summary thereof, plainly
stated on the certificate. If the Corporation has authority to issue shares of
more than one class, the certificate shall contain on the face or back a full
statement or summary of the designations and any preferences, conversion and
other rights, voting powers, restrictions, limitations as to dividends and other
distributions, qualifications and terms and conditions of redemption of each
class of shares and, if the Corporation is authorized to issue any preferred or
special class in series, the differences in the relative rights and preferences
between the shares of each series to the extent they have been set and the
authority of the Board of Directors to set the relative rights and preferences
of subsequent series. In lieu of such statement or summary, the Corporation may
set forth upon the face or back of the certificate a statement that the
Corporation will furnish to any stockholder, upon request and without charge, a
full statement of such information. If any class of shares is restricted by the
Corporation as to transferability, the certificate shall contain a full
statement of the restriction or state that the Corporation will furnish
information about the restrictions to the stockholder on request and without
charge. Without limiting the generality of the foregoing, each Certificate
representing shares of the Corporation shall bear substantially the legend set
forth in Article VI, Section 2(d)(iii) of the Articles of the Corporation.

Section 2. TRANSFERS.

      Upon surrender to the Corporation or its transfer agent of a certificate
representing shares of the Corporation properly endorsed or accompanied by a
written assignment or power of attorney properly executed, and with such proof
of authority or the authenticity of signature as the Corporation or its transfer
agent may reasonably require, the Corporation shall issue a new certificate to
<PAGE>

the person entitled thereto, cancel the old certificate and record the
transaction upon its books. Except as may otherwise be required by law, by the
Articles of the Corporation or by these Bylaws, the Corporation shall be
entitled to treat the record holder of stock as shown on its books as the owner
of such stock for all purposes, including the payment of dividends and the right
to vote with respect to such stock, regardless of any transfer, pledge or other
disposition of such stock until the shares have been transferred on the books of
the Corporation in accordance with the requirements of these Bylaws.

      Notwithstanding the foregoing, transfers of shares of any class of stock
will be subject in all respects to the Articles of the Corporation and all of he
terms and conditions contained therein.

Section 3. LOST CERTIFICATE.

      The Board of Directors (or any officer designated by it) may direct a new
certificate to be issued in place of any certificate previously issued by the
Corporation alleged to have been lost, stolen or destroyed upon the making of an
affidavit of that fact by the person claiming the certificate to be lost, stolen
or destroyed. When authorizing the issuance of a new certificate, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, prescribe such conditions as it deems appropriate, including the
presentation of reasonable evidence of such loss, theft or destruction and/or
the posting of bond, with sufficient surety, to the Corporation to indemnify it
against any loss or claim which may arise as a result of the issuance of a new
certificate.

Section 4. FIXING OF RECORD DATE.

      The Board of Directors may set, in advance, a record date for the purpose
of determining stockholders entitled to notice of or to vote at any meeting of
stockholders, or stockholders entitled to receive payment of any dividend or the
allotment of any other rights, or in order to make a determination of
stockholders for any other proper purpose. Such date, in any case, shall not be
prior to the close of business on the day the record date is fixed and shall be
not more than 90 days and, in the case of a meeting of stockholders, not less
than ten days, before the date on which the meeting or particular action
requiring such determination of stockholders is to be held or taken.

      If no record date is fixed, (a) the record date for the determination of
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day on which the notice of meeting is mailed
or the 30th day before the meeting, whichever is the closer date to the meeting;
and (b) the record date for the determination of stockholders entitled to
receive payment of a dividend or an allotment of any other rights shall be the
close of business on the day on which the resolution of the directors, declaring
the dividend or allotment of rights, is adopted, but the payment or allotment
may not be made more than 60 days following the date on which the resolution is
adopted.
<PAGE>

      When a determination of stockholders entitled to vote at any meeting of
stockholders has been made as provided in this section, such determination shall
apply to any adjournment thereof; provided, however, that the Board of Directors
may fix a new record date for the adjourned meeting and shall fix a new record
date if the date to which the meeting is adjourned is more than 120 days after
the original record date.

Section 5. STOCK LEDGER.

      The Corporation shall maintain at its principal office or at the office of
its counsel, accountants or transfer agent, an original or duplicate stock
ledger containing the name and address of each stockholder and the number of
shares of each class of stock held by such stockholder.

Section 6. FRACTIONAL STOCK; ISSUANCE OF UNITS.

      The Board of Directors may issue fractional stock or provide for the
issuance of scrip, all on such terms and under such conditions as they may
determine. Notwithstanding any other provision of the Articles or these Bylaws,
the Board of Directors may issue units consisting of different securities of the
Corporation. Any security issued in a unit shall have the same characteristics
as any identical securities issued by the Corporation, except that the Board of
Directors may provide that for a specified period securities of the Corporation
issued in such unit may be transferred on the books of the Corporation only in
such unit.

                                  ARTICLE VIII

                                 ACCOUNTING YEAR

      The Board of Directors shall have the power, from time to time, to fix the
fiscal year of the Corporation by a duly adopted resolution.

                                   ARTICLE IX

                                    DIVIDENDS

Section 1. DECLARATION.

      Dividends upon the stock of the Corporation may be authorized and declared
by the Board of Directors, subject to the provisions of law and the Articles of
the Corporation. Dividends may be paid in cash, property or stock of the
Corporation, subject to the provisions of law and the Articles.

Section 2. CONTINGENCIES.
<PAGE>

      Before payment of any dividends or other distributions, there may be set
aside out of any funds of the Corporation available for dividends or other
distributions such sum or sums as the Board of Directors may from time to time,
in its absolute discretion, think proper as a reserve fund for contingencies,
for equalizing dividends, for repairing or maintaining any property of the
Corporation or for such other purpose as the Board of Directors shall determine
to be in the best interest of the Corporation, and the Board of Directors may
modify or abolish any such reserve in the manner in which it was created.

                                    ARTICLE X

                               INVESTMENT POLICIES

      The Board of Directors may from time to time adopt, amend, revise or
terminate any policy or policies with respect to investments by the Corporation
as it shall deem appropriate in its sole discretion.

                                   ARTICLE XI

                               GENERAL PROVISIONS

Section 1. SEAL.

      The Board of Directors may authorize the adoption of a seal by the
Corporation. The seal shall have inscribed thereon the name of the Corporation
and the year of its organization. The Board of Directors may authorize one or
more duplicate seals and provide for the custody thereof.

Section 2. AFFIXING SEAL.

      Whenever the Corporation is required to place its seal to a document, it
shall be sufficient to meet the requirements of any law, rule or regulation
relating to a seal to place the word "(SEAL)" adjacent to the signature of the
person authorized to execute the document on behalf of the Corporation.

Section 3. VOTING OF SECURITIES.

      Except as the directors may otherwise designate, the Chief Executive
Officer, President or any Vice President may waive notice of, and act as, or
appoint any person or persons to act as, proxy or attorney-in-fact for this
Corporation (with or without power of substitution) at, any meeting of
stockholders or shareholders of any other corporation or organization, the
securities of which may be held by this Corporation.

Section 4. EVIDENCE OF AUTHORITY.

      A certificate by the Secretary, or an Assistant Secretary, or a temporary
Secretary, as to any action taken by the stockholders, directors, a committee or
<PAGE>

any officer or representative of the Corporation shall as to all persons who
rely on the certificate in good faith be conclusive evidence of such action.

                                   ARTICLE XII

                                 INDEMNIFICATION

      (a) Indemnification of Agents. The Corporation shall indemnify, in the
manner and to the fullest extent permitted by law, any person (or the estate of
any person) who is or was a party to, or is threatened to be made a party to,
any threatened, pending or completed action, suit or proceeding, whether or not
by or in the right of the Corporation, and whether civil, criminal,
administrative, investigative or otherwise, by reason of the fact that such
person is or was a director or officer of the Corporation, or is or was serving
at the request of the Corporation as a director, officer, trustee, partner,
member, agent or employee of another corporation, partnership, limited liability
company, association, joint venture, trust or other enterprise. To the fullest
extent permitted by law, the indemnification provided herein shall include
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement and any such expenses may be paid by the Corporation in advance of
the final disposition of such action, suit or proceeding.

      (b) The Corporation may, with the approval of its Board of Directors,
provide such indemnification and advancement of expenses as set forth in the
preceding paragraph (a) of this Article XII to a person who served a predecessor
of the Corporation in any of the capacities described in the preceding paragraph
(a) of Article XII and to agents and employees of the Corporation and any
predecessor to the Corporation.

      (c) Any repeal or modification of this Article XII shall be prospective
only, and shall not adversely affect any right to indemnification or advancement
of expenses hereunder existing at the time of such repeal or modification.

                                  ARTICLE XIII

                                WAIVER OF NOTICE

      Whenever any notice is required to be given pursuant to the Articles of
the Corporation or these Bylaws or pursuant to applicable law, a waiver thereof
in writing, signed by the person or persons entitled to such notice, whether
before or after the time stated herein, shall be deemed equivalent to the giving
of such notice. Neither the business to be transacted at nor the purpose of any
meeting need to be set forth in the waiver of notice, unless specifically
required by statute. The attendance of any person at any meeting shall
constitute a waiver of notice of such meeting, except where such person attends
a meeting for the express purpose of objecting to the transaction of any
business on the ground that the meeting is not lawfully called or convened.
<PAGE>

                                   ARTICLE XIV

                               AMENDMENT OF BYLAWS

      The Board of Directors shall have the power to adopt, alter or repeal any
provision of these Bylaws and to make new Bylaws.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>3
<FILENAME>ex31-1.txt
<TEXT>

                                                                    Exhibit 31.1

                                 CERTIFICATIONS

      I, George J. Carter, certify that:

1.    I have reviewed this Quarterly Report on Form 10-Q of Franklin Street
      Properties Corp.;

2.    Based on my knowledge, this report does not contain any untrue statement
      of a material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were made, not misleading with respect to the period covered by this
      report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this report, fairly present in all material
      respects the financial condition, results of operations and cash flows of
      the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
      control over financial reporting (as defined in Exchange Act Rules
      13a-15(f) and 15d-15(f)) for the registrant and have:

      a)    Designed such disclosure controls and procedures, or caused such
            disclosure controls and procedures to be designed under our
            supervision, to ensure that material information relating to the
            registrant, including its consolidated subsidiaries, is made known
            to us by others within those entities, particularly during the
            period in which this report is being prepared:

      b)    Designed such internal control over financial reporting or caused
            such internal control over financial reporting to be designed under
            our supervision, to provide reasonable assurance regarding the
            reliability of financial reporting and the preparation of financial
            statements for external purposes in accordance with generally
            accepted accounting principles;

      c)    Evaluated the effectiveness of the registrant's disclosure controls
            and procedures and presented in this report our conclusions about
            the effectiveness of the disclosure controls and procedures, as of
            the end of the period covered by this report based on such
            evaluation; and

      d)    Disclosed in this report any change in the registrant's internal
            control over financial reporting that occurred during the
            registrant's most recent fiscal quarter (the registrant's fourth
            fiscal quarter in the case of an annual report) that has materially
            affected, or is reasonably likely to materially affect, the
            registrant's internal control over financial reporting; and

5.    The registrant's other certifying officer and I have disclosed, based on
      our most recent evaluation of internal control over financial reporting,
      to the registrant's auditors and the audit committee of the registrant's
      board of directors (or persons performing the equivalent functions):

      a)    All significant deficiencies and material weaknesses in the design
            or operation of internal control over financial reporting which are
            reasonably likely to adversely affect the registrant's ability to
            record, process, summarize and report financial information; and

      b)    Any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal control over financial reporting.


Date: May 6, 2005                /s/ George J. Carter
                                 --------------------------------------
                                 George J. Carter
                                 President and Chief Executive Officer
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.2
<SEQUENCE>4
<FILENAME>ex31-2.txt
<TEXT>

                                                                    Exhibit 31.2

                                 CERTIFICATIONS

      I, John G. Demeritt, certify that:

1.    I have reviewed this Quarterly Report on Form 10-Q of Franklin Street
      Properties Corp.;

2.    Based on my knowledge, this report does not contain any untrue statement
      of a material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were made, not misleading with respect to the period covered by this
      report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this report, fairly present in all material
      respects the financial condition, results of operations and cash flows of
      the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
      control over financial reporting (as defined in Exchange Act Rules
      13a-15(f) and 15d-15(f)) for the registrant and have:

      a)    Designed such disclosure controls and procedures, or caused such
            disclosure controls and procedures to be designed under our
            supervision, to ensure that material information relating to the
            registrant, including its consolidated subsidiaries, is made known
            to us by others within those entities, particularly during the
            period in which this report is being prepared:

      b)    Designed such internal control over financial reporting or caused
            such internal control over financial reporting to be designed under
            our supervision, to provide reasonable assurance regarding the
            reliability of financial reporting and the preparation of financial
            statements for external purposes in accordance with generally
            accepted accounting principles;

      c)    Evaluated the effectiveness of the registrant's disclosure controls
            and procedures and presented in this report our conclusions about
            the effectiveness of the disclosure controls and procedures, as of
            the end of the period covered by this report based on such
            evaluation; and

      d)    Disclosed in this report any change in the registrant's internal
            control over financial reporting that occurred during the
            registrant's most recent fiscal quarter (the registrant's fourth
            fiscal quarter in the case of an annual report) that has materially
            affected, or is reasonably likely to materially affect, the
            registrant's internal control over financial reporting; and

5.    The registrant's other certifying officer and I have disclosed, based on
      our most recent evaluation of internal control over financial reporting,
      to the registrant's auditors and the audit committee of the registrant's
      board of directors (or persons performing the equivalent functions):

      a)    All significant deficiencies and material weaknesses in the design
            or operation of internal control over financial reporting which are
            reasonably likely to adversely affect the registrant's ability to
            record, process, summarize and report financial information; and

      b)    Any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal control over financial reporting.


Date: May 6, 2005              /s/ John G. Demeritt
                               -------------------------------------------------
                               John G. Demeritt
                               Senior Vice President and Chief Financial Officer
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.1
<SEQUENCE>5
<FILENAME>ex32-1.txt
<TEXT>

                                                                    Exhibit 32.1


                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

                             AS ADOPTED PURSUANT TO

                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report on Form 10-Q of Franklin Street
Properties Corp. (the "Company") for the period ended March 31, 2005 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
the undersigned, George J. Carter, President and Chief Executive Officer of the
Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that:

      (1)   the Report fully complies with the requirements of Section 13(a) or
            15(d) of the Securities Exchange Act of 1934; and

      (2)   the information contained in the Report fairly presents, in all
            material respects, the financial condition and results of operation
            of the Company.


Date:  May 6, 2005               /s/ George J. Carter
                                 -------------------------------------
                                 George J. Carter
                                 President and Chief Executive Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.2
<SEQUENCE>6
<FILENAME>ex32-2.txt
<TEXT>

                                                                    Exhibit 32.2


                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

                             AS ADOPTED PURSUANT TO

                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report on Form 10-Q of Franklin Street
Properties Corp. (the "Company") for the period ended March 31, 2005 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
the undersigned, John G. Demeritt Senior Vice President and Chief Financial
Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350,
that:

      (1)   the Report fully complies with the requirements of Section 13(a) or
            15(d) of the Securities Exchange Act of 1934; and

      (2)   the information contained in the Report fairly presents, in all
            material respects, the financial condition and results of operation
            of the Company.


Date: May 6, 2005              /s/ John G. Demeritt
                               -------------------------------------------------
                               John G. Demeritt
                               Senior Vice President and Chief Financial Officer
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>7
<FILENAME>ex99-1.txt
<TEXT>

                                                                    Exhibit 99.1


<TABLE>
<CAPTION>
                           Essex         Reata       One Tech        NAOP        Franklin      Weslayan    Park Seneca      Santa
                           -----         -----       --------        ----        --------      --------    -----------      -----
<S>                       <C>           <C>          <C>           <C>           <C>           <C>           <C>           <C>
Individuals                65.24%        73.08%       71.85%        68.00%        75.00%        76.39%        65.28%        72.70%
Trusts/Estates             24.19%        17.69%       13.50%        11.00%        14.50%        10.65%        16.39%        12.93%
Qual. Plans                 5.69%         4.62%        9.61%        17.00%         4.50%        11.11%        11.11%         9.77%
Corp./Ptnrs.                4.88%         4.62%        5.03%         4.00%         6.00%         1.85%         7.22%         4.60%

New                       100.00%        56.15%       38.44%        28.00%        18.00%        18.98%        17.78%         8.62%
Repeat                      0.00%        43.85%       61.56%        72.00%        82.00%        81.02%        82.22%        91.38%
                                        100.00%      100.00%       100.00%       100.00%       100.00%       100.00%       100.00%
                                1             2            3             4             5             6             7             8

<CAPTION>
                          Piedmont     Siverside      Hillview      Telecom      Forest Pk     Southfield   Blue Ravine     Bollman
                          --------     ---------      --------      -------      ---------     ----------   -----------     -------
<S>                       <C>           <C>           <C>           <C>           <C>           <C>           <C>           <C>
Individuals                69.07%        61.72%        55.74%        61.65%        64.74%        69.05%        59.64%        70.36%
Trusts/Estates             11.67%        14.31%        15.16%        13.14%        22.44%        12.43%         4.29%        10.71%
Qual. Plans                13.52%        15.14%         9.02%        18.02%         8.33%        10.95%        22.50%        13.21%
Corp./Ptnrs.                5.74%         8.83%        20.08%         7.18%         4.49%         7.57%        13.57%         5.71%

New                        20.93%        18.23%        16.39%        12.74%         7.37%         9.59%        20.00%        18.93%
Repeat                     79.07%        81.77%        83.61%        87.26%        92.63%        90.41%        80.00%        81.07%
                          100.00%       100.00%       100.00%       100.00%       100.00%       100.00%       100.00%       100.00%
                                9            10            11            12            13            14            15            16

<CAPTION>
                           Austin       Gateway       Lyberty         Gael       Goldentop     Centennial      Willow        Meadow
                           ------       -------       -------         ----       ---------     ----------      ------        ------
<S>                       <C>           <C>           <C>           <C>           <C>           <C>           <C>           <C>
Individuals                60.77%        68.75%        84.04%        72.19%        40.82%        50.32%        43.81%        30.10%
Trusts/Estates             25.41%        14.58%         5.39%        12.75%         9.29%        11.55%         8.86%        37.18%
Qual. Plans                10.57%        11.88%         6.07%        11.18%         8.32%         3.16%         7.77%         8.83%
Corp./Ptnrs.                3.25%         4.79%         4.49%         3.88%        41.58%        34.97%        39.56%        23.88%

New                        20.12%        17.60%         2.47%        13.60%        11.02%        18.35%         7.52%        35.92%
Repeat                     79.88%        82.40%        97.53%        86.40%        88.98%        81.65%        92.48%        64.08%
                          100.00%       100.00%       100.00%       100.00%       100.00%       100.00%       100.00%       100.00%
                               17            18            19            20            21            22            23            24

<PAGE>

<CAPTION>
                                                                                Timberlake
                       Timberlake      Federal      Fair Lakes    Northwest        East        Merrywood       Plaza        Park Ten
                       ----------      -------      ----------    ---------        ----        ---------       -----        --------
<S>                      <C>           <C>           <C>           <C>            <C>           <C>           <C>           <C>
Individuals               28.16%        43.13%        24.43%        29.87%         36.40%        30.58%        44.31%        33.46%
Trusts/Estates            31.02%        14.63%        29.79%        26.71%         18.30%        13.35%        17.06%        13.63%
Qual. Plans                8.11%         6.13%         6.04%         4.09%         15.00%        13.83%        12.81%        10.45%
Corp./Ptnrs.              32.72%        36.13%        39.74%        39.33%         30.30%        42.23%        25.81%        42.46%

New                       36.89%        17.13%        14.58%        13.76%         25.20%        14.20%        34.06%         7.31%
Repeat                    63.11%        82.87%        85.42%        86.24%         74.80%        85.80%        65.94%        92.69%
                         100.00%       100.00%       100.00%       100.00%        100.00%       100.00%       100.00%       100.00%
                              25            26            27            28             29            30            31            32

<CAPTION>
                                                                   Collins                        380          Blue        Eldridge
                        Montague       Addison     Royal Ridge     Crossing     Innsbrook     Interlocken    Lagoon Dr      Green
                        --------       -------     -----------     --------     ---------     -----------    ---------      -----
<S>                      <C>           <C>           <C>           <C>           <C>            <C>          <C>           <C>
Individuals               41.47%        22.21%        33.36%        38.15%        29.95%         33.96%       33.15%        29.86%
Trusts/Estates            16.42%        20.09%        17.65%        22.03%        21.63%         25.63%       21.28%        18.06%
Qual. Plans               28.74%        32.15%        32.18%        28.69%        37.95%         27.40%       25.04%        27.00%
Corp./Ptnrs.              13.37%        25.55%        16.81%        11.13%        10.47%         13.02%       20.53%        25.08%

New                       12.72%        36.05%         5.55%        15.50%        14.58%         12.29%       13.36%         8.56%
Repeat                    87.28%        63.95%        94.45%        84.50%        85.42%         87.71%       86.64%        91.44%
                         100.00%       100.00%       100.00%       100.00%       100.00%        100.00%      100.00%       100.00%
                              33            34            35            36            37             38           39            40

<CAPTION>
                        Highland      Satellite     1441 Main                      505
                        Place I         Place         Street     5601 Exec Dr   Waterford
                        -------         -----         ------     ------------   ---------
<S>                     <C>           <C>           <C>           <C>           <C>
Individuals              39.50%        41.52%        32.77%        45.72%        41.93%
Trusts/Estates           19.67%        16.43%        23.31%        23.26%        24.15%
Qual. Plans              26.43%        27.08%        21.15%        23.15%        25.68%
Corp./Ptnrs.             14.40%        14.98%        22.77%         7.87%         8.24%
                                                                  100.00%       100.00%
New                      17.26%        10.56%         4.93%         7.29%         5.63%
Repeat                   82.74%        89.44%        95.07%        92.71%        94.37%
                        100.00%       100.00%       100.00%       100.00%       100.00%
                             41            42            43            44            45
</TABLE>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
